


Night of the Symbiotes

by Exxus



Category: Marvel, Marvel (Comics), Spider-Gwen (Comics), Spider-Man - All Media Types
Genre: Aged-Up Character(s), Anal Sex, Blow Jobs, Breeding, Consensual Sex, Egg Laying, F/F, Full Nelson Hold, Gender-Neutral Venom Symbiote (Marvel), Gwen Stacy is Spider-Man, Lesbian Character, Lesbian Gwen, Lesbian Sex, Light Dom/sub, Lust, Masturbation, Nude Meditation, Orgy, Oviposition, Polyamorous Character, Polyamory, Polyamory Negotiations, Porn With Plot, Rimming, Semi-Public Sex, Sixsome, Tentacle Sex, Tentacles, Threesome - F/F/F, Transformation, Uncontrollable Attraction, Vaginal Sex, Venom Bonds w Gwen and theyre gay now
Language: English
Status: In-Progress
Published: 2020-07-28
Updated: 2020-11-19
Packaged: 2021-03-06 00:28:45
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 12
Words: 35,770
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/25564372
Author URL: https://archiveofourown.org/users/Exxus/pseuds/Exxus
Summary: Gwen has an encounter with Venom that changes her life for the better, as she essentially nurses the symbiote by laying its eggs and ends committing to a polyamarous relationship between the symbiote and her roommate, Mary Jane. As Gwen's life begins to change, how her interactions with the many worlds she's part of- both literal and figurative- also changes. Yet looming behind all her recent fortune is the destructive impact symbiote breeding can have if it goes out of control- carelessly tipping over with the arrival of Carnage.
Relationships: Addy Brock/Peni Parker (Spider-Man: Into the Spiderverse), Agony Symbiote/Betty Brant, Carnage Symbiote (Marvel)/Mary Jane Watson, Carnage Symbiote/Elaine Coll, Carnage Symbiote/Lorina Dodson, Carnage Symbiote/Venom Symbiote (Marvel), Cindy Moon/Gwen Stacy, Earth-65 Felicia Hardy/Peni Parker (Spider-Man: Into the Spider-Verse), Felicia Hardy/Cindy Moon, Felicia Hardy/Earth-65 Felicia Hardy, Felicia Hardy/Venom Symbiote, Gloria Grant/Mary Jane Watson, Gwen Poole/Cindy Moon, Gwen Poole/Peni Parker (Spider-Man: Into the Spider-Verse), Gwen Poole/Venom Symbiote, Gwen Stacy/Mary Jane Watson, Gwen Stacy/Venom Symbiote, Gwen Stacy/Venom Symbiote/Betty Brant, Gwen Stacy/Venom Symbiote/Carnage Symbiote (Marvel)/Mary Jane Watson, Gwen Stacy/Venom Symbiote/Cindy Moon, Gwen Stacy/Venom Symbiote/Elaine Coll, Gwen Stacy/Venom Symbiote/Mary Jane Watson, Lorina Dodson/Elaine Coll, Peni Parker (Spider-Man: Into the Spiderverse)/Scorn Symbiote (Marvel)
Kudos: 97





	1. Issue 1: The Laying of Venom

Gwen Stacy was done with the crime-fighting tonight. She slipped through her window super exhausted, laying on her bed in her room. She groaned a bit as she stretched her body out, laying across the entire surface of the bed, one of her arms almost hitting a glass tube with a constantly morphing black substance. She jerked her arm back, gripping the edge of the container, spooked that she almost hit it.

Gwen gripped onto the glass tube, examining the black sludge-like creature she had just captured a couple nights ago. This thing had given quite the fight when it had attached itself to a poor host, requiring Gwen to fight it without harming the person of which it was tethered to. She had told her roommate, Mary Jane, that thing was just a very unusual lava lamp, which she seemed to buy without question.

In her talks with Spider-Man from another Earth, she learned that this was her version of Venom, an alien symbiote. She learned it was weak to both sonic waves and fire, which was crucial to beating it in the first place. He had given her the container and ordered her to take it to whatever trustworthy scientist she could find. 

She had not done that mostly out of spite. Who was Peter Parker to tell her that she needed to do things his way? It wasn't like she knew any good scientists anyway. He told her it was dangerous and not worth the trouble, so why didn't he just ask her to kill it? 

She watched it rattle violently inside the glass tube. It wanted out, she could almost hear it ask for her to release it. She smirked and set it down, sitting up in bed. She needed something to eat. She went over to close the window, shutting it all the way down before locking it with a latch. The apartment was nice and quiet tonight- Mary Jane had gone out for the night, it seemed.

She didn't know when Mary Jane would be back, but she didn't want to bother peeling off her suit so she put on a long sleeved red hoodie and some navy blue sweats. She did this to hide her super-heroine identity, usually more out of laziness than actually trying to be stealthy. She went over to the fridge in the small mini-kitchen Mary Jane and her shared. She picked out a can of Monster Energy and a black take-out box that held a burger and fries. She placed the burger and fries on a paper plate and reheated it in the microwave.

As she did that, she cracked open the can of Monster Energy and sipped from it, feeling her eyes pop a bit. That helped a lot with the exhaustion problem, that's for sure. She set the can down and glanced over to Mary Jane's room, where the door was open. She knew for sure Mary Jane wasn't in the apartment then, tilting her head around to get a look at her desk and bed. 

Both Mary and Gwen went to the same college, Brooklyn Visions University, both in the junior level at this point. Gwen was slightly miffed at how much homework she still had to do tonight- between crime fighting and trying to be in a band, there really wasn't much time to cram for this kind of stuff. She could use her spider-sense to focus on it, yes, but it still took hours of energy and time.

She pulled the hamburger and fries out of the microwave. It didn't feel or taste quite right but honestly she wasn't gonna bother actually cooking anything, especially at 12:15 AM at night. She wondered what Mary Jane was up to as she sat at the middle barstool against the counter, gripping the burger and eating into it. She hadn't really given her a heads up tonight.

Not that she usually did, but she was still curious nevertheless. She bit off the last of her burger and finished her fries. She chugged the rest of the Monster Energy and found it weirdly hard to focus suddenly. Her mind was still on Mary Jane, imagining what she must be doing. Probably out partying? Gwen never had time for that kind of stuff, but she couldn't help but imagine Mary Jane in her black dress, cut just past the start of her legs- measured out exactly so she could stick her hips out and it would ride close enough to her hips, perhaps see what was underneath.

She felt herself shamefully push her hand down her sweatpants, biting into her lip. Gwen was admittedly a bit of fool-hardy lesbian, having enough relationships with the opposite sex and experience enough now to know she was never straight or even bisexual- it always felt wrong to be with a guy. With a girl though, especially one like Mary Jane…

She rubbed at the spandex around her crotch. She admittedly wore nothing under the suit- it was padded enough that underwear just felt unnecessary. She rubbed two fingers across the spandex smoothly, biting hard into her lip as she felt herself lean into the counter, sticking out her hips as she jerked off. She had become a frequent masturbator lately, likely because it was one of the few ways she could release pent up tension inside her.

She sure had a lot of it lately. Between crime fighting and becoming attracted to her room mate and keeping up with her school work, she was finding herself masturbating during school even- between classes or sometimes during them if she could find an excuse to leave for the bathroom while knowing the material covered was not anything she would find important.

She banged her torso against the brown marble of the counter as she began to restlessly hump her hand, moaning lowly. Her enhanced spider strength was starting to kick in, she could feel it as it pushed right up against her pussy lips. She still hadn't taken off the costume yet, but it wasn't like she could rip the spandex…

She howled softly as she continued to finger against herself, occasionally lightly biting against her tongue. "N-ngh god… I'm gonna cum right into the suit, mmmfphh…" Gwen panted, rubbing her thumb right against her clit. She felt her hips jerk forward as she yelped in pleasure, feeling her pussy secrete fluid, panting rough as she simmered down from her orgasm. 

Gwen moved into her room to undress, closing and locking her door. She breathed out, feeling a bit dizzy from her orgasm just a few seconds again, trying to snap back into full motor control. She slipped off her hoodie and sweatpants, She yanked a zipper on her back that didn't go the full way down- really discreet in how it was designed- and peeled off her suit, sitting on the foot of her bed naked. She laid back a bit before hearing some glass shatter. 

Oh shit. Oh shit, oh fuck. Gwen hoped to god that it wasn't the symbiote. She yanked her legs close to her in a fetal position, leaning down to reveal her worst fear in the moment- yes, she had broken it's containment cell. Fuck, she knew she shouldn't have just put that on her night stand.

The black sludge traveled up her bedpost and she scrambled back as it began to travel across the bed towards her before pooling between her thighs. She covered her mouth to suppress a shriek. Was it about to kill her, or worse?

The symbiote slowly formed a head from the puddle, hissing from it's sharp teeth. " _Gwen..._ " It hissed from it's demented looking head, bubbling against her skin. " _Gwen, calm down,_ " It looked at her with an annoyed expression. She hadn't realized how much she was hyperventilating. " _You remember me, right, Gwen? It's me, Venom. You kept me contained in that container for like, a month..._ "

Gwen nodded. Venom twisted it's neck slowly, still unable to form more than a head. " _Gwen, I'm starving, ravenous. However, all I require is your energy. Please, Gwen, don't let me die._ " The symbiote pleaded with her. 

Gwen looked at it quizzically. "And if I don't, what are you gonna do?" she asked, sitting up a bit, folding her arms over her chest to cover it. 

" _Well, I would normally take it by force… but I'm too weakened and I feel like that isn't a good way to earn your respect,_ " Venom weakly rasped. " _Work with me on this one, Gwen, please._ "

"Mm… okay I guess. How am I supposed to give you energy for nourishment and all that jazz, though?" she asked it, quizzically looking at it. 

" _Well, there are many methods. My energy is primarily being weighed down by my carried offspring in my essence though, if there was some kind of way to release that I could simply sap the energy through your skin as your suit._ " Venom hissed, the tongue slithering across Gwen's thigh. 

Gwen bit into her lip. "What's a method of releasing offspring? It seems like the biggest issue right now." 

" _Well, it involves breeding with the host. I can tell you've done some self-breeding yourself..._ " Venom spoke, Gwen blushing hard. " _Although rather pleasurable, the process will cause you to hold my spawn for about 14 hours before they incubate into their second egg stage, at which I will eat my own spawn to regain my strength._ "

"E-eggs?" Gwen said, furiously blushing at this point. "Wait, hold on, I'm stupid flustered. Let me repeat back what I heard. You're gonna inject some eggs into me and in 14 hours they're going to advance into a second stage of which you will eat to regain your strength in full. Basically eating your own kids?"

" _Technically at the earliest stages of incubation it's unknown if any of the eggs I lay will actually develop into symbiotes of their own._ " Venom explained Gwen nodded and spread out her legs.

"Well, I'm a hero, _I guess_ , if you promise you won't do any evil shit with my body I guess it's all yours for the time being." Gwen stated. Venom curled it's face in a smile and began to crawl across her crotch. She felt it form a thick black tentacle tail from it's formless body and rubbed it against Gwen's already wet pussy. "Hahh… mmfph… it feels… kind of good, actually." Gwen gasped, feeling her lower body squirm. She was surprised _how_ nice this felt- maybe this wouldn't be a painful process at all.

The tentacle lapped at her pussy lips in an up and down motion and then pushed slowly inside. Gwen felt herself yelp a bit as Venom licked at her belly. " _I have honest intentions with you Gwen. I know that you can very easily put me back into a cell to starve myself to death inside. I will not do anything you are uncomfortable with._ " Gwen panted and nodded. She wasn't sure she could fully trust Venom especially given that she fought it before on a host that it probably sapped a bunch of energy from, but she knew it's weaknesses and was more or less about to accidentally kill it before she accidentally freed it. 

Plus… it was giving really good head, at least that's what it _felt like_ at least. She panted rough as she felt the tentacle squirm inside of her, thrusting back and forth in a stinging like motion, although it felt super blissful. The smooth surface of the black symbiote meant it slid in and out really well even without any kind of lube, and it applied a lot of pressure to her lower half that felt secure and snug.

A second tentacle pushed out of its body to slam up Gwen's asshole. She felt her body jerk up in the torso, gasping as she felt it penetrate such a tight area. The tentacles pushed deep inside her, hitting all her sensitive spots just right. She panted rough as she felt the symbiote get more intense against her, drooling as she just let it dominate her. It rubbed soft ridges across her clit, causing her to moan in husky, sharp tones.

"Nghhh… holy shit, Venom…" she panted. She wasn't expecting to enjoy it this much. She could tell Venom was enjoying it too as it seemed to get faster and faster, hissing in pleasured tones. "NGHHH! VENOM!" she felt herself scream, flustered at how loud it was. She hoped nobody heard it. 

" _I'm about to… hahh… lay the eggs inside you now…_ " hissed Venom, it's tongue pushing between Gwen's breasts. She bucked her hips hard, feeling intensely pleasured and about to release something of her own in a second. 

Gwen howled. "F-FUCK, DO IT! V-VENOM…" she replied, bucking her hips in a extra hard motion before cumming right over Venom's slick black tentacle that was still thrusting quickly into her. Venom grunted in it's own demented way before Gwen felt it push some spherical objects through it's tentacles.

" _NGHHH!_ " Venom moaned, filling up Gwen's womb with it's eggs, pushing a total of six inside of her total. She panted rough, grunting as Venom crawled across her chest in a form she would call "facehugger-like", although at this point kinky alien sex no longer had a boundary that she found offputting. She panted rough as Venom formed a womanly face, slowly melding and melting into Gwen's skin otherwise. " _I h-have pushed my offspring inside you. I am now going to bond with you._ "

"G-go ahead, mmfphh FUCK!" Gwen panted, her pussy still wet and twitchy even after two orgasms. Venom fully formed across her naked body, appearing almost like a painted on body suit. Gwen panted rough as she tried to sit up against the bed, eventually managing it. She glanced at her mirror. "Damn, you fit really tight on here and yet I don't even feel a thing." she said, looking at her own ass in the mirror. She laughed as she spread her butt a bit, gazing at her black asshole. 

" _Mmhm, I can form into anything you desire to wear,_ " Venom replied. " _The eggs won't have a noticeable effect on your stomach due to their small size inside you, but they will get bigger._ " 

"How about you form in a black bra and panties and I'll get some sleep?" requested Gwen. Venom obliged, shifting and traveling across Gwen's skin to form a black bra and panties with spider-web patterns. They fit over tight, but Gwen continued to feel like she was sleeping in the nude. "Damn, that looks fucking fine…"

" _Thank you, Gwen._ " Venom replied. Gwen crawled into bed, feeling very good, something she hadn't felt in quite a while. In a few moments, she felt into a deep sleep, feeling herself retire entirely for the night.

**Notes for the Chapter:**

> This is planned to be kind of a longer story than it might initially seem. I have a general outline for where I will and want to go with this, although any suggestions for future chapters are certainly welcome. It won't quite be a CYOA but maybe I might incorporate elements in later chapters where people can comment on where they want the story go next after a cliffhanger? 
> 
> Venom is gender-fluid/primarily genderless for this story. I plan to keep all relationships in this story rather sapphic, as seen with Gwen outright being a lesbian. It's going to be more than just her and Venom and there might even be some drama with that in the future, who knows.


	2. Issue 2: Over Easy

**Summary for the Chapter:**

> Gwen lays the Venom symbiote's eggs and Venom begins to develop jealousy.

Gwen awoke feeling a bit more tired than usual, although maybe it was just the excellent sex from last night? She gripped the covers and pulled them over carelessly, getting out of bed and out towards the mirror. She slipped on some jeans and Venom quickly formed into a black, baggy hoodie for her.

"Oh hay, that kind of looks nice. Feels really light and silky too- not quite like naked with the body suit and underwear from last night, but I can kind of feel a breeze with my nipples…" Gwen said, looking at the mirror.

" _Is that a problem?_ " asked Venom. Gwen shook her head.

"I kind of… like it, yeah..." Gwen said, posing in front of the mirror for a bit before grabbing her backpack off the floor. "Ah shit, I forgot to do my damn homework. Fuck, I guess I'm gonna have to cram it right before class or something… there should be a couple hours to squeeze it in, u guess…"

" _Oh… don't worry about that actually. While you were asleep, I did that for you._ " Venom replied. Gwen, not believing Venom, quickly took out her folders and glanced over the math sheets she had to do- all filled out, and as far as she could tell they were done correctly with the work shown.

"Wait, since when are you such a smartie?" asked Gwen.

" _I'm part of an advanced alien race, Gwen._ " Venom replied.

"Well, I guess that works for me. Is that why I'm…" Gwen yawned mid-sentence, shaking her head. "...so tired though?"

" _Yeah…I'll try and inform you if I plan to do things at night next time. I had no idea it would be taxing for you given last night's performance._ " Venom spoke in an apologetic tone.

Gwen felt flustered, feeling her cheeks burn hot. "Right, yeah Well, some of that was powered by the Monster Energy I drank that night.... oh, yeah, the eggs!" Gwen said, looking at her stomach, which looked pretty flat, a little toned, as it usually did. "I'm guess they haven't expanded too much."

" _They don't get too big until they develop into stage 2 eggs. You'll be able to pass them out of your pussy without too much of an issue."_ " Venom replied. Gwen glanced down at her hoodie.

"Wait, out of _my_ pussy?" asked Gwen.

" _It's more likely than you think. Yes, you're gonna have to lay my spawn. It won't be too painful, I'll aid you through the process of course._ " Venom replied.

"Wish you had told me that… well, I guess I can fit in the schedule now that I don't have any homework to cram between classes now." Gwen said. "I dunno, maybe it'll feel good, I sure wasn't expecting last night to be _that good_ " she laughed.

" _Well, I'm rather flustered… I wasn't even really trying with that, maybe later we could…_ Venom stuttered out a little. " _If you wanted to, anyway…_ "

"Heh, I might take you up on that. Would sure beat masturbating before history class…" Gwen chuckled. "Anyway, we gotta get going." she said, unlocking the door. Her roommate, Mary Jane, laid against the couch in a drunken way, clearly passed out. Gwen glanced over at her, pursing her lips close together as she noticed Mary Jane was wearing black dress she liked so much.

She noticed she was staring a bit too long and left out from the apartment door, making her way to the elevator. " _Who was that?_ " asked Venom.

"Oh, it's just my roommate Mary Jane. We share rent, go to the same college and all. She's uh, a character, heh." Gwen replied. She felt the symbiote grumble a bit. "What's wrong?"

" _Nothing._ " Venom replied. Gwen rolled her head left as they rode down the elevator.

* * *

  
Gwen cruised through her history class without much fuss or frustration. She didn't converse with Venom, although she still knew they were there with her. It felt weird to know that someone was all over you like that- Gwen wasn't really seeing Venom as a person before, but as she continued to have conversations, she had become more coignant that Venom was in fact someone with a personality, thoughts and opinions.

She wasn't sure how she felt about Venom wearing her panties and hoodie as she dawned on this realization, but it wasn't necessarily bad thoughts. As she exited out of class, she made her way into the women's restroom, which was thankfully devoid of anyone for the time being. She opened the door of a stall and slipped in, sitting on the toilet.

"Well, how are the eggs?" asked Gwen, having not felt anything going on with her stomach since they were injected into her. She felt Venom's hood slip over her head.

" _They're close enough to the point where they can be laid, but not quite at stage 2 yet._ " Venom hissed from above her. Gwen leaned back a bit.

"How long until they're fully incubated then?" asked Gwen.

" _About 15 minutes, more or less,_ " Venom replied. " _I'd advise you to get yourself ready for it._ "

"Oh, and how should I do that?" asked Gwen in a teasing tone. Venom hissed a little, clearly flustered.

" _I g-guess you could loosen those pussy lips a bit…_ " Venom responded. Gwen stood up a bit to yank down her jeans, shaking her hips before sitting back down. " _D-do you want me to help with the whole… masturbation thing?_ " Venom stuttered out, clearly getting aroused by Gwen's behavior.

"Mmm… now that sounds like a good idea…" teased Gwen, spreading out her legs. Venom wrapped around Gwen's thighs, the portion of them that had previously consisted of Gwen's panties now acting as a spreader. Her hoodie shifted to the facecrawler-like form she had previously seen last night. She spread her pussy with her fingers, sticking out her tongue. "Don't be shy, I won't try to be loud…"

Venom began to slowly thrust into Gwen's pussy with a tentacle that they had formed, gripping their insectoid legs around Gwen's hips. Gwen rubbed up and down against the sleek surface of Venom's back, panting as she let Venom fuck her. Venom was doing slow, labored strokes, making sure to squirm in the right areas. Gwen bit into her finger to try and not gasp too loud, but it felt really, _really_ damn good.

"Nghh…" Gwen moaned, trying to keep it quiet as she bucked her hips. She gripped the side of the stall wall, feeling unbelievably filthy in the best way as Venom continued to strike deeper and deeper inside of her. "Ohh… V-venom…" she panted under her breath. Venom's face across their form they had decided to take formed a flustered grin.

" _Don't cum…_ " Venom hissed. " _No real specific reason, I'd rather you just not get this over in less than five minutes._ " Gwen nodded to the best of her ability, feeling her hips continue to thrust against Venom's symbiote body, panting with arousal. She felt her drool become thick in her mouth, grunting as she clenched onto the metal side bar, as they were in the larger handicap stall.

"Mmmfphhh… mmfphhh…" Gwen felt her eyes shut as she continued to buck her hips, feeling her breasts bounce freely in the air. They were already kind of loose and bouncing underneath Venom this morning and during class, but they were given air. She continued to try and limit her voice, moaning as Venom seemed to challenge her ability to do so by becoming more aggressive against her.

Gwen gripped her mouth as she felt Venom slam inside of her- not hitting the inside of her womb like last night, but clearly pushing against her g-spot. She felt herself rock her hips in rapid succession, biting down into her fingers in order to not loudly yelp as she felt Venom continue to thrust against that spot, watching it's face curl up into a demented smile. It was getting off, to some extent, at her reaction.

"V-venom I need to c-come…" she said with gritted teeth before resuming on biting down on her finger, her hips rolling back and forth in intense pleasure. Venom grunted in a slimy way.

" _Y-yeah, same… mffpphh…_ " Venom howled before thrusting one more time with intent, squirting black slime into Gwen's pussy. Gwen gripped the metal sidebar tightly as she climaxed over Venom's slick black tentacle, really flustered as she made a huge wet mess of herself. She pulled her hand off her face, breathing out heavily, moaning in soft husky tones as she felt her legs twitch, her jeans falling down her ankles.

"G-god, that felt so fucking g-good…" weakly whispered Gwen. "Unghh… fuck, I feel something push inside of me…" Venom pulled out a slimy black tentacle out of her.

" _That must be the eggs. Alright, you're gonna want to lay them against the floor so off the toilet, please._ " Venom hissed, Gwen weakly hopping off the toilet according to their command. She squatted against the floor with her legs spread. " _You're gonna want to yank those jeans all the way off too._ " Gwen rolled her eyes, pretty much completely naked now as she rolled her jeans off her ankle and put them on top of the toilet tank.

Gwen took a deep breath as Venom formed a hand and spread her pussy lips. "Hah…" she softly panted, biting at her lip. Venom giggled femininely as Gwen planted her palms against the floor. She breathed in and out, waiting for the eggs to begin to burst out of her. She felt one slowly move through her pussy, pushing towards the entrance of her lips.

" _That's the first one, I need you to push your hips so it can escape._ " Venom told her, keeping their hand on Gwen's pussy. Gwen panted nice and rough as she felt herself push her hips forward, the egg slowly pushing out of her pussy lips and coming out as a slimy black spherical ball. It was about the size of a ping pong ball, maybe a bit bigger.

"Nghhh… that wasn't too bad…" Gwen said, huffing out as she felt the second one travel through her. "Ohhh… ohh…" she said, shifting herself a bit forward, leaning as she felt it push against her pussy. Venom glanced out as Gwen passed the second one, rolling not too far from the first one.

" _You're doing good… you're doing good._ " Venom hissed into her ear. " _Only four more.._ " Gwen nodded and gasped as she felt what felt like three roll inside her, pushing themselves towards the front of her entrance.

"Nghh… I can feel three… they're gonna have to come in rapid succession… ANGHHHH!" Gwen panted as she tried to explain what she was going through, only to suddenly feel three egs escape out of her, bursting out in a rapid pace, releasing a ton of black slime onto the floor. They were slightly bigger than the other eggs as well, Gwen feeling her head hang as she tilted it around. Her cheeks were red, hoping nobody heard her howl she just made.

Gwen bucked her hips as one last one rolled inside of her, emerging at the entrance of her pussy. This one felt like the largest and was gonna be the last one she had to pass. She grunted as she rolled her hips, more of the egg slipping out from her pussy lips but not quite slipping out. Venom was helpless to try and make this better for her, just hissing in anxiety.

"UNGHHHH! HAH FUCK!" she yelped, firing the last egg out from her pussy. This one was about the size of a tennis ball, she looked almost like she was in disbelief as she touched it out of curiosity. She grabbed her jeans, her thighs drenched in black slime. Venom briefly crawled off her body and crushed the eggs with their large sharp teeth, eating the eggs with gusto. Gwen didn't see much of it, not really wanting to.

Gwen zipped up her jeans as Venom returned to her body as her black panties and black hoodie. Venom pushed up their hood over Gwen, giving a soft alien purr. Gwen smiled as she looked up to Venom. "You're at full power now, huh?" she asked.

" _Ohh yess…_ " Venom hissed in a sultry tone. Gwen laughed a little.

"Alright, I'm gonna get back to classes- I feel pretty disoriented by that whole egg-laying process but… honestly it felt weirdly good. If you want to lay more eggs inside me the next time we fuck, I'm more than okay with that as long as none of them hatch." Gwen said, opening up the stall. Thank fuck the bathroom was still empty. She had left quite a mess in her wake, but she wasn't gonna bother cleaning it.

* * *

  
After a rather breezy school day, Gwen and Venom went up to the apartment through the elevator. Gwen kept her hands inside her hoodie pocket, which Venom liked as it felt like Gwen was holding hands with them. As the elevator doors opened, Venom wasn't sure what to do with these developing feelings for the blonde,

Gwen entered the apartment and grabbed a ramen noodle packet, dumping it into a blue bowl and filling it with water before placing it into the microwave. Gwen looked at her phone for a quick moment, glancing over various social media feeds to see if anything required her attention as Spider-Woman.

She had been mulling over her hero name, as she was told Spider-Woman was not exactly an original name and while Spider-Gwen was used internally with other Spider-people, it could obviously not be her actual hero name. She took the ramen out of the microwave and stabbed a fork into it, eating it messily.

"Oh hey, you're back! How was classes?" asked Mary Jane as she emerged from the room.

"Good, nothing really special to note." Gwen said, glancing over at her. Mary Jane nodded.

"Yeah, mine weren't anything really to talk about either. I guess math has been giving me some trouble, maybe you could help me study tonight?" asked Mary Jane. Gwen pursed her lips in surprise before slurping the ramen noodles in a quick motion.

"Yeah, sure! What time were you thinking?" she asked. She put down her fork.

"How about eight o'clock?" Mary Jane suggested. Gwen nodded her head.

"Yeah, I think I can fit that in, provided nothing comes up…" Gwen said, quickly looking at her phone. "Yeah, it's like 6:30 now, so 8's good. Like, what's gonna happen in an hour and a half?"

"I dunno!" Mary Jane said, heading back to her room. "See you in here later."

Venom growled as Mary Jane closed her door. Gwen grinned a bit as Venom felt jealousy pang at their emotions. " _Is that gonna cut into our planned arrangement from earlier?_ " they asked. Gwen was taken aback a bit.

"What? Well, if it goes sexual, I'm sure I'll have time for you too... heck, maybe we could make it a threesome…" Gwen replied back.

" _Mmm… I guess we'll see what happens, won't we._ " Venom responded. Gwen went back to eating her noodles as Venom stewed in their own feelings of jealousy.

**Notes for the Chapter:**

> Not quite sure what direction I'll go for the Mary Jane chapter which is next... what do you think should happen there...


	3. Issue 3: Red Head

**Summary for the Chapter:**

> Tempers flare up as Venom expresses jealously about Mary Jane. Gwen grapples with the tricky concept of polyamory.

Gwen tapped at the desk as Venom grumbled uncomfortably on top of her head. Gwen pulled her hood down. "What's the issue, Venom?" she asked. "Are you still upset about us not having sex when I said we would or something?"

" _Well, that'd be looking at you as if you were some kind of object… which you aren't. I don't mean to be possessive but I felt something special with you, Gwen._ " Venom explained, hissing out a long breath as they explained.

"Well, even if I have sex with other people, which I don't even know is going to happen tonight, I still think you're incredibly helpful to me and you make me feel good. It's been a while since I slept stress-free or even had thoughts that weren't anxiety over something bad happening. Right now nothing bad is happening." Gwen told Venom.

" _Well, I wasn't sure if I needed to spit this out this soon, but I will…_ " Venom replied. " _I'm in love with you._ "

"Yeah, I get that from how you're acting jealous and possessive about me, and we did kind of fuck twice and I pushed out your eggs, that's not exactly friend behavior. That's kind of friends with benefit behavior at least…" Gwen said, nonplussed by the proclamation.

" _Symbiotes aren't supposed to form feelings for their hosts. I don't think you get the gravity of what you've done with me, Gwen._ " Venom replied.

"I don't," Gwen sighed as she looked down at her hoodie, Venom's face forming across it upside down. "-And I'm not saying your feelings aren't valid, I mean, after all, it would be kind of leading you on if we had sex and I genuinely didn't expect you to form feelings like this, I would form them if I had sex with someone like Mary Jane too. I just think I have the capability to love both of you."

" _I'm sorry, but how does that even work?_ " asked Venom. " _Not to interrogate you but it's not like I can have two hosts, I don't know if you can have a deep meaningful relationship with two people like that._ "

"Well, you see, it's not a host scenario. Relationships are built off trust and love and passion and shit, right?" asked Gwen, rhetorically. "I think I could have feelings and show affection to you two in different ways that are meaningful to you two without taking away from either relationship in terms of what you two want out of it."

" _Aren't you already struggling to make everything work? This superhero stuff, school, whatever else… the band? Now you've stuck me onto this,_ " Venom replied. " _It would be less stressful on you if you weren't trying to hypothetically also trying to keep two relationships._ "

"Yeah, that would be true… but I live with the stress. It compels me to push my limits, no matter how crushing it ends up being. Besides, you dealt with the school stuff handily, I'm sure having relationships that are intimate like that would be just fine." Gwen replied, gripping onto her desk.

" _Well… I guess if there's anything I can say, I am slightly less against the idea. I still think it'd be a lot to handle for you, but you know yourself._ " Venom replied, putting themselves up as a hood.

"Well, thank you for at least opening up about all of this. I know that this isn't what you wanted, per say, but I would rather you be honest than just keep it to yourself to grow into resentment," Gwen replied. "I think you'll like Mary Jane."

" _I hope so… I'd rather be open to her than resent her for no reason._ " hissed Venom. Gwen held her hood as she got up from the desk, walking out of her room.

* * *

  
Mary Jane opened the door for Gwen as she came into the room. Gwen looked at her desk, which was covered in math homework. Oh, she actually wanted some actual tutoring, she supposed. She put her palms down on the desk, looking over to Mary Jane who gave her a small smile.

"I'm having a bit of trouble understanding this question and the underlying principles behind it, for starters." Mary Jane began. She pointed to the question and read it off for Gwen. "If the two square regions in the figures below have the respective areas indicated in square yards, how many yards of fencing are needed to enclose the two regions?"

"Oh… hm. That's… easy, yeah. The small square is five yards, and the big square is one hundred and twenty five yards… and x is used for both measurements…" Gwen began to scribble equations down for Mary Jane, explaining at length as Venom sort of tuned out their voices.

Venom wasn't sure that things went as well as they wanted them to with their conversation with Gwen. They got the hard stuff out of the way but Venom still felt super possessive of Gwen. Gwen tightened their grip around Gwen, which came in the form of her hoodie and panties tightening against her body. Gwen gasped a slight bit as she was explaining the length equation, but continued the best as she could.

Venom liked the reaction, giggling to themselves in a way that Gwen and Mary couldn't hear. Venom created hands inside the hoodie, rubbing at Gwen's core. Gwen bit down on her lip, clearly enjoying the attention, although now was not the time.

"And that's how you find the squared x. I have to attend to a thing real quick, just let me pop right out of the room for a minute and I'll be right back." Gwen told Mary Jane. Mary Jane nodded and went through the rest of the sheet with what Gwen had just gone over. Gwen shut the door from behind her and harshly whispered to Venom "What the hell are you doing? Why did everything get super tight?"

" _I dunno, I wanted to get closer to you._ " Venom replied as their face traveled across the surface of the hoodie. The hoodie was tight enough that Gwen could see her own erect nipples and it felt appropriately pinched as well. She panted.

"Well, I don't mind that when we're alone but, I'm kind of tutoring and that kind of playful stuff messes with my thoughts, which I need for tutoring." Gwen replied back. She glanced down at Venom with a scornful look. Venom felt a bit ashamed, letting their grip loosen a bit. She opened up the door and returned back to Mary Jane.

"What did you have to deal with?" asked Mary Jane. "I heard talking but I don't think anyone else is in the apartment…"

"Hah… well, I guess it was over the phone. Sure, let's go with that." Gwen responded, half-talking to herself.

" _Oh, please. She was talking to me._ " Venom replied, talking from the front of Gwen's hoodie. Mary Jane just about jumped from her seat.

"Did your hoodie just talk?" questioned Mary Jane in a confused daze, backed against the wall.

"Yes… _jesus christ_ , Venom…" Gwen groaned. Mary Jane looked at her even more confused and seemingly wanting answers. Gwen huffed out a long sigh. "Uh, Venom is a symbiote that happened to find me and can basically morph into anything, including clothes."

"Oh, huh. Really?" Mary Jane asked, untensing. She ran her hands up Gwen's hoodie, which was technically Venom, as Gwen blushed furiously. Venom growled protectively. "Relax, symbiote…" Mary Jane said, moving her hands across the unusually slick surface. "Hm, yeah, that's not clothes."

Venom leapt off Gwen in sludge form, forming into a feminine body. " _Of course, I'm not,_ " Venom hissed as they pinned Mary Jane down. Gwen covered her bare chest, blushing as she watched Venom tackle Mary Jane.

"Alright, slow down tiger." Mary Jane replied calmly, managing to keep a cool head even in a tense situation like this. She wrapped her arms around Venom, who hissed before noticing that Mary Jane was attempting to rub down their back, trying to calm them down. Venom relented, heaving less.

Gwen attempted to try and pick up a shirt off the floor but Mary Jane just waved over to her, beckoning her to come over. Gwen nodded, still covering her chest as she sat on the bed next to Mary Jane and Venom.

"I earnestly am still trying to catch up on everything right now, but like…" Mary Jane said, with a hot face. "You two have been fighting over me?"

"W-what?" asked Gwen, still trying to cover her chest with just her bare hands. "What gives you that impression?"

"I dunno, you went out to talk to nobody and now that I realize those clothes you have been wearing has been… her? I kind of realized it must have been over me… in some way, I don't have a ton of details." Mary Jane explained, a bit out of her own depth here.

"Well, okay, we were talking about Venom feeling possessive over me." Gwen responded back, trying to hold back the reveal. This got so much messier than it needed to be, and trying to talk felt like it could accidentally trigger a land mine for either Venom or Mary Jane.

"Why would they feel possessive over you?" asked Mary Jane coyly. Venom turned their head to Gwen who had the answer but wasn't willing to say it. It was being forced out by the two, and she was just gonna have to deal with the reality of the situation as it came.

"I'm in love with you, that's why. Kind of… always have, I feel, anyway." Gwen spat out, swallowing her own anxiety and nervous feelings. Mary Jane laughed a little, nodding her head from under Venom's grip.

"Well, I suppose I should have seen it coming at some point. I do kind of return those feelings, but at the same time I hope you can understand that I don't feel super ready to commit to returning those at the moment." Mary Jane responded back. She held onto Venom and rubbed at their shoulders.

" _Well, Gwen, you heard it from her yourself._ " Venom responded, clearly not getting the full grasp of what she said.

"I didn't say that I wouldn't be willing to give it a shot with you, but I need a bit of a buffer and space with that, if that makes sense." Mary Jane replied.

"Well, what if I dated both you and Venom? You wouldn't have to feel _that_ committed if you don't feel like it's working out." Gwen suggested, breathing tensely.

"Mmm… I'm not the jealous type, that sounds fine by me. How about you Venom?" asked Mary Jane.

Venom took a guttural sigh. " _You really aren't as bad as I thought. If you agree to give me and Gwen my space when I want it, and I guess when you want your space with it, I'll agree to it…_ " Venom kissed at Mary Jane's neck softly. " _Besides… I think I misjudged you in general… if anything I have realized how attractive you are…_ "

Mary Jane blushed. "Women all over me tonight... not that I mind…" she looked to Gwen. "Well, maybe we should move this study session into a different kind of session."

"I'm all for that, how about you, Venom?" asked Gwen. Venom grinned as they lifted off from Mary Jane.

" _Yeah, I can get down with that._ " Venom hissed in comfort as they bonded with Gwen's skin. Venom morphed into a tentacle strap on for Gwen, who already taken off their jeans at this point. Mary Jane blushed and bit down on her lip, slipping off her red jacket and pulling off her black sequined shirt. Gwen couldn't help but notice the freckles across her breasts, thinking she couldn't look any more beautiful.

"Well, you two, get down on me…" Mary Jane said with a smirk, pushing down her black leather pants and her black thong, kicking them towards Gwen and Venom. Gwen tackled her, gripping her wrists as she kissed at her neck, tracing across the black kiss marks that Venom previously gave her. Venom slid the tentacle across Mary Jane's bare thighs, causing her to pant in anticipation.

Gwen snapped off Mary Jane's bra by unlatching the strap on the back, throwing it onto the bed as Venom began to touch Mary Jane's pussy lips with the tip of the tentacle, flopping and squirming with the lightest of touches. Mary Jane felt her knees buck up, which Gwen was quick to grab and split before thrusting Venom inside her.

"Ohhh…" Mary Jane moaned as she felt Venom squirm enthusiastically into her, Venom forming long limbs to wrap around and tighten around her hips. Gwen licked up against her cheek, panting hotly as she squeezed at Mary Jane's freckled breasts, giving them a kneading sensation. Mary Jane panted roughly, feeling unbelievably good from the treatment the two were giving her. "Unfff…"

"Enjoying this, hm?" asked Gwen, lapping her tongue towards her lips. Mary Jane kissed her on the lips as if to say yes, pushing her tongue against hers as they made out. This spurred Venom's energy on, as if encouraged by the reaction, Venom's tentacle getting thicker and pushing deeper inside of Mary Jane, causing her to gasp into Gwen's mouth.

As Gwen fucked Mary Jane, Venom pushed out a tentacle onto the opposite end of Gwen's "strap-on", pushing into Gwen in what was essentially becoming a double sided dildo. Thrusting at the same rate as Venom was pushing into Mary Jane, the two quickly became panting messes, their bodies bouncing against each other as they fucked hard with the symbiote.

Mary Jane moaned huskily into Gwen's mouth as Venom fucked between the two, seemingly to coat the lower parts of their body with their expanding shell of blackness. It seemed that at the moment, Venom was more than willing to service two hosts as a symbiote. A second set of tentacles emerged from the black mass, pushing into Gwen and Mary Jane's assholes, causing them to both collectively gasp as they got fucked in both holes.

"I-I've never been double penetrated before, H-HOLY FUCK…" panted Mary Jane into Gwen's mouth, still battling her tongue. Gwen gripped against the sheets as Venom let loose inside the two of them, thrusting hard and doing a good bit of the work even as Gwen and Mary Jane bucked their hips wildly. The passion between the three was unrivaled, giving way into a wild threesome between two girls and a symbiote.

Venom felt their tentacles twitch, panting rough, which bubbled against their skin. Gwen tried to suppress her own orgasm but it was too much to handle, squirting against the length of Venom's long thick tentacle. Mary Jane panted as she felt some of it drip down to her stomach, eventually succumbing into her own climax, cumming messily down the tentacle and her own thighs.

Venom pushed about a dozen eggs inside of Mary Jane, which made her gasp and moan as they pushed one by one inside of her womb. Slime was emptied into each other's holes as Venom thickly climaxed into the two women, eventually forming into a feminine shape to wedge between the two. The two laid on their sides, gripping onto Venom, who rested their tentacles inside of the two, panting in exhaustion.

**Notes for the Chapter:**

> Next chapter will cover the three waking up the next morning and Mary Jane laying some eggs that were just pushed into her. Thank you for all the kudos so far!


	4. Issue 4: Sunny Side Up

**Summary for the Chapter:**

> Gwen and Mary Jane wake up from last night- Gwen can hardly believe it. Mary Jane lays her eggs that Venom inserted inside her.

Gwen woke up in Mary Jane's bed, panting as she woke up in cold sweat. Was last night a dream or did she really admit her feelings to Mary Jane and the three of them became a three-way relationship? She felt a bit like she had woken up from a really nice wet dream,

Venom snuggled against the backside of Mary Jane, which Gwen saw and blushed at. It wasn't a dream at all, it seemed. She slipped Venom's thick, slimy tentacles out of her holes and moved to get some coffee for the morning. She felt a slow panic rise from her as she realized it was 9:00 AM, but then realized it was a Friday and there weren't any classes she or Mary Jane had to go to today.

She had a pretty good idea what she would be using this Friday for as she rubbed at her pussy lips a little bit, biting into her lip as she still felt incredibly horny. She opened up an energy drink as she continued to finger at her pussy lips, grunting against the counter as she masturbated, trying not to spill her drink as she sipped at it, somewhat noisily.

She gripped the counter top hard as she messily fingered inside of herself, rocking her hips forward before putting down the drink and leaning against the wall to spread her legs and really go to town on herself, slipping her two middle fingers inside, flapping them up and down. She panted and heaved as she continued to finger herself, rubbing the underside of her tits, giving quite the show to nobody.

"Nghhh…" she moaned to herself, feeling her breasts perk up and get erect. She had forgotten how naked she really was, wearing only knee high socks- mostly because she had been wearing such light clothing these past couple days to begin with.

She panted as her back hit the wall multiple times, lurching back and forth as she humped her fingers, squirting messily from her pussy after a good minute or so. She was still incredibly horny so she made her way back to the room, panting huskily as she glanced over to her two partners, who were fucking in the bed. Mary Jane's arms were held back by Venom's sleek black hands, getting fucked up the ass, panting as she breathed out heavily, still waking up a bit as Venom

Gwen blushed as she watched the two go at it- somewhat surprised with Venom's progress on the relationship now that the three were all dating each other. Venom was a bit possessive with Gwen, but now it almost seemed like the opposite was going on as she watched, continuing to press her fingers against her pussy, leaning against the wall.

Venom hissed and howled as they took Mary Jane from behind, thrusting more and more like a wild feral animal. Their black tentacle squirmed inside her ass in intense up and downs, pushing further inside as Venom slipped their long black tongue inside Mary Jane's mouth, thrusting it down her throat.

Gwen leaned in, panting huskily as she gazed into their lovemaking. Mary Jane looked completely dazed as Venom continued to push intense, which was something that Gwen appreciated about sex with Venom- it wasn't so much love-making as it was a channeling of aggression, passion, and possessiveness. Venom would frequently melt and mold themselves across Mary Jane's body, gripping her core or breasts with a thick, sludgy touch.

Mary Jane squirted messily on the bed, gasping hard as Venom continued to thrust inside her. About half a minute later Venom released a generous helping of black slime into her asshole in three spurts, each accompanied by a deep anal thrust. Mary Jane panted, sweat slick across her whole body, racked with pleasure. Her legs twitched as Venom left her, moving the long tongue out from her throat.

" _Sorry about that, Gwen. You were out of the room when we woke up…_ " Venom said in an apologetic tone, morphing into a feminine figure and kissing Gwen on the lips. " _Earnestly didn't mean to start without you…_ "

"I don't r-really mind, watching that was sexy as hell…" Gwen nervously stammered as Venom wrapped around her ankle, becoming formless again before morphing across her as a black catsuit that still exposed her breasts and pussy. "G-goddamn, I barely remember anything from last night, everything feels like I woke up from the best dream ever…"

"Heh…" chuckled Mary Jane, spreading across the sheets and biting down on her lip. "Well, admittedly, I had no idea the sex was gonna be this damn good… I don't even remember how long we went last night. I feel like my brains got banged out."

"I feel like mine did too… I know Venom laid some eggs in you though, you're gonna have to lay those pretty soon… I remember eating out your ass at some point in the night, and then I remember Venom letting you dominate me for a bit…" Gwen said, trying to recollect everything from last night, unsure how much of it had actually happened.

"Mmm… I hope the other tenants in the building didn't hear us going at it all night… or if they did, they enjoyed the sounds… _fuck_ , Gwen… that night was amazing…" panted Mary Jane. Gwen moved towards her on the bed, pinning her down and kissing her on the lips. Mary Jane's clothes from last night were still scattered across the floor, as were Gwen's jeans. The two made out, Venom's tongue eventually traveling out from Gwen's throat, curling around it as a black tendril to make the make-out session a threeway act of love.

After a couple minutes Gwen finally pulled away, trails of saliva splitting from their tongues. Mary Jane panted under Gwen, clearly ready for her to fuck her. Gwen had a question though. "So… you do mean what you mean by not really ready to commit fully to me right? That you need some buffer and space?" asked Gwen.

"I mean… yes, like I just got out of a pretty hard relationship so I don't feel like I should be committing 100% to you right now. I'd… like things to be open. I want the expectation to be for us if I find someone I connect with, it wouldn't be weird if I wanted to pursue them. I might leave the relationship at any time or maybe if that person is okay with it, they get introduced in our polycule, I guess," Mary Jane responded, giving off a nervous air that Gwen rarely saw. "It's a huge ask, I know. I don't necessarily want to leave the relationship, especially not now, like holy shit, but I want a lot of freedom."

"Well, just as long as that openness goes both ways," Gwen replied back, kissing Mary Jane on the neck. "And so long as you keep communicating with me about it, then I'm totally fine with all of that. I love you, Mary Jane, but I don't want to keep you from happiness either," she replied. She shook her ass. "Venom, I know you get jealous easily, but I want you to know that for right now, I will be your willing host forever if you want me to be. I am committed to you, maybe more so than Mary Jane."

Venom blushed- not visibly, as their alien skin couldn't show that kind of shade change like humans could, but was still flustered by this statement by Gwen. " _Thank you, Gwen._ " they hissed back.

Mary Jane pulled in Gwen and Venom close to her. "Venom, you're the strangest part of my life right now but I do love you like I do with Gwen," she said as she raised her legs over Gwen's Venom-covered ass, getting them into a tight grip. "Now mate with me, you two."

Venom formed a two-way cock for Gwen- one end was inside of her pussy, the other stuck out stiff like you would expect a cock. Mary Jane spread her legs as best as she could, Gwen slowly pushing down her hips, giving Mary Jane a teasing feel for her symbiote-made cock. "Beg for it, you bitch." Gwen said, hissing the words out. Mary Jane giggled, digging the dirty talk.

"Unfff… Gwen, Venom… fucking BREED with me please, I need your hard stiff cock inside me…" she panted under their weight. Gwen slammed the symbiote dick inside of Mary Jane, thrusting up and down inside of her as she clasped her hands, pushing Venom's long tongue inside her throat. Mary Jane moaned as she sucked the tongue off, panting rough as Venom made way inside both of them, already fucking Mary Jane with a lot of force.

She gripped them with their legs even tighter, huffing in short small breaths, not really able to breath out her mouth to begin with due to Venom's long tongue being thrusted inside of her. Gwen panted rough, feeling Venom push deep inside her too, receiving the pushback from every thrust inside of Mary Jane.

Mary Jane huskily panted, licking against Venom's long, tentacle like tongue as it pushed rapidly into her. She felt her legs kick and her hips buck in big motions against Gwen's hips, causing the other end inside of Gwen to push even deeper inside of her. Venom could penetrate every pore of these two women if they wanted to, having an unreal level of control of Gwen, who in her dominating position had great control of Mary Jane. This level of trust was earned, not taken, and Venom honestly felt this was superior to a hostile takeover.

Thrusting and grinding against each other, Gwen felt her nails dig into Mary Jane's hands, breathing hard and forming sweat across her head and chest as she pushed all her energy into Mary Jane. She panted rough as Venom opened a hole in Gwen's symbiotic catsuit, before pushing out a black tentacle tail at the end of her spinal column that immediately slipped into Gwen's tight asshole.

"NGHHH! VENOM! V-VENOM!" Gwen huffed and gasped, moaning as she got fucked up the ass. Her hips moved much wilder, more erratically, causing Mary Jane to also pant huskily as she was getting the blow back from it. Gwen's breathing got more intense, more erratic before finally…

Gwen squirted messily against Venom's cock inside of her, panting whorishly hard as Mary Jane followed her with her own orgasm mere seconds later. As if to placate both of them, Venom gripped into Gwen's skin tightly before unleashing thick black slime into both of them, with Gwen getting a second helping of this slime up her asshole. She panted huskily.

"The… the… eggs…" panted Mary Jane. "I can feel them…" Venom quickly hopped off Gwen for a minute, who laid down on her side, feeling exhausted in the moment, but knew in a few quick minutes she'd be ready to fuck again.

" _I'll get you through the process,_ " Venom stated, wrapping around Mary Jane's naked hips and spreading out her legs as she sat at the edge of the bed. " _Stay calm… it won't hurt that much if we do this right…._ "

"Hell… if you do it right, it'll feeling fucking amazing…" panted Gwen, remembering just yesterday how she laid eggs for Venom. Mary Jane gave a reluctant smile as she felt the first one travel up inside of her.

" _You have to push, push your hips forward,_ " hissed Venom. Mary Jane nodded, doing so as she gripped the sheets, her hips bucking forward as the tip of the first egg began to slide out of her. She grunted, feeling it escape out of her, giving a big thrust with her hips before it plopped out of her and rolled across the floor. " _Good girl…_ " Venom praised her, hissing politely.

"Unnff…" Mary Jane replied, rolling her head as she felt more move up inside of her. She kept bucking her hips as Venom attempted to aid her by spreading out her legs more. Gwen moved on her hands and knees, looking over her shoulder as she saw Mary Jane pop out eggs one at a time, gasping lowly as each one dropped to the floor below, occasionally joined by a burst of black slime. She bit into her lip as she watched.

Mary Jane suddenly laid a quick burst of eggs, which slid out of her fairly quickly accompanied by thick black slime. It must have been about six or seven in total, causing her legs to twitch. Venom rubbed against her hips, trying to comfort her a bit as Venom knew she still had a little bit more to go.

"H-how many are left in me, do you know…" grunted Mary Jane as one more slid out of her, about the size of a tennis ball, bouncing down on the floor and rolling under Mary Jane's bed. Venom licked against her neck, causing the red head to gasp and grip onto the sheets even tighter.

" _Just about four or five more from my count… come on Em Jay, you can do it…_ " sibilated Venom as they squeezed at her inner thighs. Mary Jane gripped hard at the sheets, bucking out her hips, her breasts bouncing slightly from the force, releasing a series of three eggs from her pussy, slime squirting everywhere. She felt her face run hot as another one slid out of her before she realized there were no more eggs inside her.

"Mmmfphhh…" panted Mary Jane, gripping onto Gwen for support as her pussy oozed out black slime. Gwen kissed at her lips, fanning herself a bit as she looked over to Venom, who was on the floor, swallowing the eggs as Venom had no intent on properly breeding with either of their girlfriends.

Rising up in a feminine figure, Venom kissed at both Gwen and Mary Jane's lips, hotly panting. Mary Jane laid back on the bed, feeling fairly exhausted at the moment. "If you two still need to go at it… go on without me, I need some time to recover… hah… I haven't even gotten to eat…" Mary Jane panted.

Gwen picked up her jeans as Venom formed around her as her hoodie and panties. Gwen smiled a bit. "I suppose maybe I should probably let you get your rest… heh." Gwen said as she walked out of the room. She grabbed her phone from the pocket, glancing at her feed. "Ah shit…" she said, as she saw breaking news of a villainess named Scorpia taking cash from a bank. The situation was still ongoing, so she could make it if she really thwipped to it.

She sent over Mary Jane a quick text message that she was getting some new milk because they were running low and then looked for her costume before looking down at Venom. "Actually… hang on, you can be my costume, couldn't you?"

" _I suppose I could… how's this?_ " Venom replied, covering Gwen head to to in black, forming a new hood that looked torn yet resembled Venom's own sharp, pearly whites, which ran to her chest where it formed a long pink tongue that wrapped around Gwen's right leg, which felt basically naked given how light Venom was on her. She blinked in the mirror, glancing at her white eyes against the stark black costume.

She turned around and looked at her own ass, spreading a little bit to see that Venom was thin enough that she could visibly make out her own asshole, shuddering a little in perverse pleasure. She felt- and basically was- naked in the suit, but nobody would know given how the suit still covered her whole body. She gave a smirk inside the suit, which her reflection did not share. It was perfect for intimidation and it spread across her skin a matter of seconds- this would certainly cut down on preparation a lot.

She lifted open the window, making sure to leave it unlocked as she shut it back down. She had a criminal to stop!


	5. Issue 5: Scorpion Tail

**Summary for the Chapter:**

> Gwen and Venom stop Scorpia. While Gwen tries to get in a little rest, Venom takes host duties and has a different idea on how to handle Scorpia's punishment.

Gwen swung through the air, feeling so bare in her new skin-tight suit. She didn't mind the sensation of feeling naked- it was something she had constantly wanted to at least _try_ but never had the guts to be publicly nude while swinging through the city of New York. Now she could at least live out that fantasy to some extent, feeling really good. She kept swinging across the skyline, making a right towards the bank. She had gotten to know the city really well at this point- when she saw what bank Scorpia was robbing, it didn't take her long to piece together the route in her mind.

She made one last web, leaping off it and somersaulting onto the roof with grace. She hadn't even recognized that her webbing was coming from Venom now, although she quickly made the realization as she felt her bare wrists. "You can produce webbing?" she asked.

" _Yeah, that's one of my powers,_ " Venom replied back. " _You won't ever have to run out of it at this point._ "

"Music to my ears." Gwen replied, looking down from the top of the roof. She hopped down, quickly clinging to the glass and marble walls, making her way down before dropping herself in front of the glass door entrance of the bank.

She pushed the doors in as her opponent, Scorpia, took a good look at her. She didn't seem to recognize Gwen in her new get-up. Scorpia, civilian identity Elaine Coll, was a lower-end street villain with a gimmick, as many of Gwen's villains were, using a S.I.L.K. produced cybernetic scorpion tail and miniature stingers around her wrists. She wore a green suit with black highlights, primarily around her breasts, hips, and arms and legs.

Scorpia put her hands on her hips as she glanced over at Gwen. "Ah, and who might you be?" asked Scorpia, her goons working quickly to break into the bank vault as Gwen merely stepped forward. She knew she had taken massive leaps in power since the last time Scorpia saw her- she was not prepared for what she had up her sleeve.

"Ah, don't you recognize me, Scorpia?" asked Gwen as she continued to walk towards Scorpia. "I'm Spider-Woman. Maybe you could call me Ghost Spider at this point… or just simply the bitch who's about to beat you, stop your operation, and send your ass to jail."

"Bit wordy for the last one…" Scorpia cracked, getting into a combative pose as she spread out her legs and curled up her fists. Her scorpion tail shook back and forth, cackling with electrical energy at the tip. Gwen smirked under her mask, quickly drawing out her hands and putting her fingers into a webbing position, thwipping out thick spider string that pinned Scorpia down against the desk. She struggled against the restraints, nearly frothing as Gwen moved close to her, gripping her shoulders.

"It's wordy, but true." Gwen said, suddenly leaping forward and forming a rope of web that she swang off from and hit a goon straight in the head. She performed a quick high kick to a goon to her right, spinning around to hit a goon coming to her left with an upper hook. Her enhanced strength from Venom knocked them out easily.

She drop-kicked onto the last goon, who was attempting to cut through the bank vault with a blow torch. A heavy impact sent him to the ground, shattering against some of the marble flooring. Gwen clapped her hands together, yawning as she walked back to the captive Scorpia, who was still trying to break away from her bonds.

"H-how did you get this strong?" stammered Scorpia. Gwen simply webbed over her mouth and continued to wrap her up in thick, strong webbing. She yawned as she carried Scorpia in her arms, her energy really being sapped from the so-called fight. Scorpia could barely move in the web cocoon that Gwen had concocted for her.

"Mmm… Venom, you mind like taking her somewhere else so we can turn her in or something? I'm so tired…" Gwen said, falling halfway asleep, sitting down with Scorpia to her side, who was trying to wiggle out of her thick and webby constraints.

" _Yeah, sure, I can do something like that…_ " Venom said. Gwen nodded and then fell asleep. Venom took over her body fully as Gwen's mind rested, becoming in essence, full control of their host. Venom internally took the name of Gwenom from now on- feeling like they were no longer just Venom on top of Gwen.

Gwenom hoisted Scorpia up and thwipped their way out of the building. Cop cars arrived on the scene to scope out the situation, finding thugs knocked out and no money stolen. Eye witness reports gave details of a hooded woman in a black bodysuit. George Stacy couldn't honestly believe that Spider-Woman was behind this- it was much too crude for her usual style and she took off with the main suspect. There were a lot of strange things that happened on their Earth.

Gwenom soared around the city seemingly aimlessly until they made their way into an abandoned office building. They set Scorpia down, removing the webbing off their face with their mouth. Scorpia spat and gasped, trying to get air back into her lungs. The dizzying journey above in the New York skyline was a lot, but now she wasn't sure what was gonna happen next, huffing.

"Let me out of here, Spider-Woman! What's gotten into you?" Scorpia pleaded. Gwenom grinned deviously as she closed in on Scorpia.

" _Mmm… I think I have a better punishment in mind for you…_ " Gwenom spoke. " _I think you'll quite like it- certainly better than just putting you back in jail again._ " Gwenom laughed as Scorpia struggled in her web trap.

"What kind of thing do you have in mind?" wondered Scorpia out loud. She winced as Gwenom formed a sharp claw with one of her fingers, pressing it near Scorpia's cheek. It would cut if it was any closer- but Gwenom had a restraint to herself.

"I keep you in this abandoned office building where nobody can find you for 12 hours after fucking your brains out and you lay some tasty spawn for me to devour. After that, you'll likely become a victim to your own libido, giving you something else other to do than crimes." Gwenom replied.

"Well, w-what if I refuse?" asked Scorpia.

"I just send you back to the cops, no big deal. Either way, you're kind of in my captivity, might as well have some fun with it." Gwenom replied.

"H-hm, well, you looked damn good even before you started going full dominator on me... I really can't pass this up honestly." Scorpia replied.

" _Figured you were horny. Who primarily fights with a weapon just above their ass?_ " cackled Gwenom. Scorpia felt herself blush. Gwenom undid some of the webbing, although kept the webbing around their arms, putting them behind Scorpia's back. She spread Scorpia against the wall, forming a massive black tentacle between her legs. Scorpia bit into her lip.

Gwenom began by forming clawed fingers and ripped into the green and black latex, creating a sizable hole around the center of her ass, exposing her asshole. "Spider-Woman… ohhh my…" Scorpia panted, moaning as she felt Gwenom grip the back of her scalp, pressing her face against the wall. She felt a tentacle spread her legs out a bit before feeling the tentacle slide around against the surface of her rim.

Scorpia moaned against the wall as she felt Gwenom tease her asshole, threatening to push it inside. " _Mmmph… someone's fucking ready for this, aren't they?_ " growled Gwenom in a harsh tone, moving her sharp jagged lips to Scorpia's ear. Scorpia shuddered as she felt Gwenom's squirming length enter inside her, thrashing with hard intent. Gwenom bit down on Scorpia's ear teasingly- not hard enough to hurt, but enough to let her prey know she was not intending to give a subpar performance.

Thrusting into a much more rapid pace, Gwenom spanked Scorpia on the ass, followed up with two more slaps on the ass, giving her a red handprint where the fingertips were extended, sharp. It was human- but also with a beastial flair. Scorpia whimpered as she moaned, feeling Gwenom lick around her ear, showing the long extended nature of her tongue.

Gwenom thrust hard inside of Scorpia, generating extra tentacles to grip at her knees and thighs and pull her up into the air, forcing Scoripa to slam her hands into the wall so she wouldn't fall flat on her face. Scorpia panted, her tail vibrating back up and down from the force. Her back felt heavy, but the thrusts blew her body forward with each thrust. She gritted her teeth, feeling the intense pleasure push through her in waves.

" _You're enjoying this, aren't you? You're a total slut for anal, I can sense it…_ " Gwenom grunted, hissing right into Scorpia's ear. Scorpia felt herself get hot in the face, grunting as her aroused body heaved against the wall.

"How can you tell…" panted Scorpia, dizzy from the sheer force inside her. She of course, was a slut for anal, but she was curious how this woman would know.

" _Your asshole is wide- it's not tight, it's been ravaged a lot up there. Probably quite often and recently too…_ " Gwenom said, the size of their tentacle seeming to thicken as they explained. Scorpia grunted as she felt the increased girth plow through her, seemingly not slowing to account for it.

"Y-you're right- I'm a total slut for anal... " panted Scorpia, grunting as the front of her body was pushed more against the wall, drooling a little. "...I put a dildo against the end of my tail and go to town on myself on the nights I'm so horny I can't fucking sleep." she admitted, her face still hot with lust and embarrassment. Gwenom grinned a filthy grin.

" _Knew it, you fucking slut…_ " Gwenom dirty-talked her submissive prey. Scorpia grunted as the tentacle pushed further up inside of her, moving through her internals and pushing out of her mouth. Scorpia was unable to speak, moaning as she felt it squirm all the way inside her before pulling back. " _Had to do that… hehe._ " Gwenom grunted. Gwenom began to form more black tentacles, as slick as the one currently inside her, pushing them into her mouth and pussy.

Scorpia was amazed she hadn't come yet, although that streak was soon broken as Gwenom pushed into her pussy all the way inside. Cum dripped onto the hardwood flooring, which was covered with dust. "HANNGHHH!" Scorpia panted, feeling her own fluids drip down her contorted body, which was getting fucked with an animal-like aggression. Gwenom didn't come here to just fuck, she came here to _breed_.

Slamming into her mouth, she felt the talons of the symbiote covered woman dig into her skin ever so slightly, giving her a slight masochistic pleasure from the pain. It didn't cut deep enough to form scars, just enough to hurt. She drooled even more from her mouth, letting Gwenom pound her body however she wanted, which was fast and aggressive.

Scorpia's hips rolled on their own, bouncing against Gwenom's hips in a rhythm that Gwenom easily abused to attack her g-spot multiple times, Going through a second orgasm, Scorpia soon realized Gwenom was also near the edge of her own orgasm, throbbing hard inside her. She gasped as she felt bumps move through Gwen's tentacle that was currently pushing inside her womb, all stopping at the edge of the tentacle.

Finally, Gwenom came inside of her prey, filling her with dark slime that oozed out and splattered against the ground, and filling her body with about two dozen eggs. She cackled as she dropped Scorpia, limp to the ground and clutching her belly, panting rough.

"F-fuck, that was so good…" Scorpia moaned, sitting up with spread legs. Gwenom howled as she reapplied webbing to her body, keeping her trapped to the wall, her tentacles coming in for a second helping of black slime to cover Scorpia's body. Scorpia panted, trying to move the slime off herself, blushing from how thick Gwenom's one-woman bukkake was.

"I'll return in 12 hours." Gwenom hissed. "You better not go anywhere or you'll never get those eggs out." Scorpia nodded, feeling herself slip out of consciousness, hanging her head down as she laid there as a willing monument of their breeding session, caught in the symbiote-created webbing.

Gwenom thwipped out of the building, heading back to the apartment. It was time to get back to Mary Jane, who would probably be up to resume breeding with her host and the symbiote bonded to her. She could hardly wait- symbiotes were built with basically infinite libido, meant to spread the species as much as they could. So long as Venom could keep the eggs in check by devouring them, this wouldn't be an issue.

Little did Venom know that a single egg had slipped their attention…


	6. Issue 6: Separation Anxiety

Venom lifted the window and pulled Gwen inside, letting her rest in the nude as they spread out against the sheets in a feminine, humanoid form. Venom fed off adrenaline, but the eggs from Mary Jane early provided enough energy for her to do all of that without sapping too much adrenaline from Gwen. She should wake up in an hour or so- however long she was planning to nap- although they guessed that Mary Jane would probably wake her up to continue their passionate love-making.

Venom had to admit- taking over Gwen like that- like the species had always intended- felt strange now. Perhaps it was because Venom liked being more of an active participant of their own, working with Gwen to fuck her and Mary Jane now or perhaps because Gwen hadn't given her explicit instructions to carry out that Scorpia punishment plan.

Either way, as they watched Gwen sleep, curled up in the nude, they wanted to keep breeding. It felt addictive- they were used to fighting and lashing out with their powers, but sex with them instead felt less destructive and far more controlled. Venom was still trying to figure out their place in all of this- still not settling on a pronoun even, but Gwen had shown them that a lot of their past, imprinted knowledge wasn't necessarily as true as they had thought. Turns out, Venom could very well have two hosts if they really wanted to…

Venom licked their lips with a long tongue. It was probably best to wait for Gwen to wake up, even though they were absolutely horny for Mary Jane too. Venom stroked themselves off with a cock they formed themselves between their legs, resting their head against the wall.

* * *

  
Mary Jane panted rough as she slid a vibrator against her pussy, moaning lowly as she ran it up and down against her pussy lips. It buzzed ever so softly against her skin, causing Mary Jane to bite into her lip. She needed to keep herself nice and horny for her girlfriends, even as they took a long time to get back.

Unbeknownst to her, an egg had advanced to stage 3 below her and was hatching, unfolding like a flower. A red symbiote melted out from the egg, crawling against the wall and making their way towards the only other moving object in the room. It formed a sinister smile as it watched Mary Jane masturbate, using it's imprinted knowledge to recognize it was Mary Jane, who held Venom's eggs inside of herself before releasing them once incubated.

It slid towards the naked red head, crawling up her leg. Mary Jane gasped as it formed into a red scorpion-like form, wrapping around her hips.

"W-who are you?" she asked. The symbiote quickly thought.

" _Carnage._ " it hissed, sticking out a long red tongue. It's imprinted knowledge began to flood into their brain, remembering how symbiotes are supposed to act. It coated across her hips, covering her naked body in a deep crimson color.

"W-what the… nghh…" Mary Jane panted. Carnage had not taken over her.

" _Just let me in control,_ " Carnage hissed. " _You're fairly exhausted anyway… just rest your eyes, let me take care of Gwen and Venom for you, okay? I have no cruel intentions in mind…_ "

Mary Jane shut her eyes, nodding. "Fine… I am a little tired… besides, Gwen has a symbiote, I hardly think you could be bad…" she laughed a little. She slept as Carnage took over her completely, although unlike Venom who completely covered their host, Carnage was willing to show off the goods of their naked host a bit, exposing skin through holes seemingly scattered about randomly, giving a good glimpse of Mary Jane's side boob, belly, thighs, and ass. Half of her face was covered by Carnage, showing her sleeping freckled face.

Carnage looked into the mirror, forming knife-like fingers. Carnage cackled a little, posing as they flaunted off their host's gorgeous body, now covered in red symbiote skin. It was a good look, Carnage would fuck themselves if permitted.

Carnage walked out into the hallway, making their way into Gwen's room, turning the knob into Gwen's bedroom.

* * *

  
Gwen sat up in bed, waking up as she saw Mary Jane with her own symbiote. Venom quietly finished stroking themselves off, squirting black slime over the floor. Carnage smirked as Gwen sat up in bed, not really sure what was going on.

"Em Jay?" questioned Gwen. Carnage leaned against the bed, putting their hands out.

" _Must have been taken over by a symbiote- but how did this happen? I thought I had eaten all the eggs from her laying…_ " Venom replied as they slinked back to Gwen in a liquid-like state.

"One must have gotten left behind and got developed… well, I suppose it couldn't hurt to breed with them, right?" Gwen asked. Venom slipped over Gwen's hips, causing her to grunt as she felt Venom stiffen inside her pussy, creating a nice thick symbiote cock for Gwen to use against Carnage Mary Jane. "Ooghh…" panted Gwen, feeling it throb between her legs.

Gwen felt Carnage Mary Jane pin her down, spreading her host's pussy, slithering her tongue near Gwen's ear. Gwen's legs wrapped around the symbiote possessed girlfriend, pushing her vantablack cock inside, moaning as it pushed back inside her further, as was the benefit/curse of a double sided symbiote-created cock.

" _Give it to me rough, Gwen…_ " Carnage hissed from Mary Jane's jaw. Carnage Mary Jane's hips bucked against Gwen, Venom forming tentacles to push into Carnage Mary Jane's asshole. Carnage cooed sultry in it's inhuman tone as it felt the other symbiote rub against the rim of it's host. " _Mmmmph… now that's good… push it into me, you Knullfucker..._ " it hissed, attempting some dirty talk that Gwen was not able to grasp as she had no real knowledge about the symbiotes.

Well, some, but it was mostly how fucking _good_ they fucked. She bucked her hips hard, gripping her symbiote possessed girlfriend on the shoulders and digging her nails into her. She bit at Mary Jane's lip, before shoving her tongue inside. She soon felt Venom's tongue shoot through her mouth, moaning as they made out in a three way fashion.

Carnage growled and hissed as it continued to buck their hips onto Gwen. Gwen felt herself sweat, a musk growing from her body that was overpowering for both symbiotes, causing them to fuck more in a more feral fashion, craving more of Gwen in their own way. She felt red and black tentacles attack her tits, squeezing them and tugging at her nipples, causing her to lurch against the sheets and moan messily against the mouth of Mary Jane.

" _Ohhh yess…_ " hissed Carnage. " _I'm gonna breed with you so fucking good at this rate...fill you two with so many fucking eggs…_ " it taunted.

"W-what?" asked Gwen, panting rough in a haze. She felt Carnage slip a red tentacle up her asshole, wincing as it pushed tightly inside, being rather massive even for previous sessions with Venom.

" _We'll create hundreds of symbiotes and take this world, won't we, Venom?_ " hissed Carnage. Venom hissed back.

" _No, I don't intend to do that at all. I'm going to be used for taking down the evil in this world, not to become part of that evil…_ " Venom replied.

" _Do you not care for the propagation of your own species? Why did you let me thrive then?"_ " Carnage grunted, pushing it's tentacle deep inside the gasping Gwen. " _We have a right to propagate and survive on this planet, surely even you recognize this._ "

" _We don't need to do that by taking it over, Carnage. It pains me to tell you this, but your creation was a mistake- I simply did not see your egg._ " Venom grunted back, pushing more of its volume around Gwen. " _Gwen… Carnage seems to intent on taking over the planet- in order to remove them from Mary Jane, we're gonna have to force it into orgasm."_ they whispered into Gwen's ear. Gwen huffed and panted, trying to push as much force through Carnage Mary Jane's hips.

"G-god…. I don't know how we're gonna do that, I'm already on the verge of one on my own…" Gwen panted. "Plus, they're topping…"

" _I'll take it from here, then._ " Venom replied, coating the rest of Gwen's body, becoming Gwenom, the fused force from last night. Gwen felt her mind swim out of her control as Venom took direct charge, shoving tentacles up Carnage's mouth, pushing a tentacle against the clit of Mary Jane.

Carnage felt their hips rock uncontrollably, panting rough. " _V-Venom, please…_ " it moaned, begging for some mercy. Gwenom continued to change the tide, rolling Carnage Mary Jane under them, pushing them into the submissive role.

" _It's not Venom- it's Gwenom._ " hissed Gwenom, continuing to thrust wildly into Carnage Mary Jane. Carnage felt their long tongue thrust out of their mouth as they were forced to deep throat on a sleek black tentacle, as their clit continued to be rubbed vigorously, their nippled tugged by black tentacles… Carnage felt their claws grip into the bedsheets, their hips moving on their own, feeling an intense heat come over them.

" _N-no…"_

Red slime burst from the pussy of Canage Mary Jane as Mary Jane suddenly regainted control, squirting out some of her own fluid. She felt her pussy get pushed in by a squirming tentacle, howling in deep pleasure as Carnage began to peel off her. Gwenom quickly pounded the red head, before ejaculating into her ass, pussy, and mouth with thick black slime, pushing a couple eggs up her ass and womb. Mary Jane moaned hard as Gwenom quickly pulled out, gripping Carnage's sludge form.

" _I must do this…_ " Gwenom spoke, grabbing a lighter from Gwen's nightstand, holding it to Carnage. Carnage felt themselves melt away, giving an agonizing shriek as it seemed to disappear near the end vent in the floor. As Carnage disappeared, Gwenom grunted, ejecting Gwen's naked body onto the floor, who had cum dripping down her legs, panting roughly.

"What happened?" asked a out of breath Mary Jane, coming to her senses after being forcibly split away from the controlling symbiote.

" _Carnage took control of you and was intending to breed both you and Gwen to create more symbiotes. I can't account for their actions, and if they were allowed to continue, this could have gotten out of hand real fast._ " Venom spoke, forming themselves in a womanly body.

"I'm so sorry… I didn't realize that they had that in plan…" Mary Jane replied.

" _Who can blame you..._ " Venom replied. " _It may have been a bit hasty of me to kill them like that… but I don't think we had any other options. Symbiotes are notoriously hard to contain… as I can attest as one myself._ "

"So… is Carnage technically your family? I mean you did impregnate Mary Jane with it…" Gwen replied.

" _One could see it that way under your human customs, sure, but we symbiotes merely see each other as extensions of Knull, the symbiote god. For reproductive purposes, since we naturally are inclined to infect and take over planets, we do not form "families" or see bonds in that way. I am a special symbiote, but I do not see Carnage as part of me, and judging by their actions, neither should you._ " Venom replied.

"Well, that's interesting. So you're fighting off your instinct to infect the planet, huh?" Gwen replied, somewhat twitchy.

 _"Yes. It must have manifested in Carnage… I don't feel that urge much at all, at least as strongly as before._ " Venom replied.

"Heh. Well, who knew having mindblowing sex with you would reform you in such a big way? I should just fuck all my enemies at this point, hehe... " Gwen giggled, sitting up and thrusting her hips suggestively.

"You have enemies?" asked Mary Jane. Gwen froze up.

"Uh, you know, mean girls at college. Hah." Gwen lied.

" _Right, well, I'm gonna take a breather, if you two want to continue, feel free to go on without me, I'll join back in 30 minutes._ " Venom replied, walking out of the room. Mary Jane got off the bed.

"Well, I'm gonna go eat, I'm super hungry." Mary Jane replied. Gwen nodded. Mary Jane made her way to the fridge as Gwen watched her do so in the nude, opening up the fridge.

"You didn't get the milk?" asked Mary Jane to Gwen. Gwen's eyes opened and she silently cursed herself.

* * *

  
Carnage slid through the air vents in a damaged, weak form. It wasn't dead yet- it had managed to convince Venom that it died by slipping some of it's melting body in the vents. When it would find another willing host, it would show Venom that they were wrong about everything. It smiled a devious grin.

**Notes for the Chapter:**

> Sourced the Carnage Mary Jane art by Fernando Neves Rocha on ArtStation, 
> 
> https://www.artstation.com/artwork/gJNbzL


	7. Issue 7: Spider-Women

**Summary for the Chapter:**

> Gwen Stacy is called for a investigation involving multiverses, teaming up with Silk, Gwenpool, and Peni Parker to investigate a factory. Gwen gets a little distracted with Silk, and Venom ends up killing some time with Gwenpool while Peni puts in most of the work. Not the best team...

Gwen got a call, moving her legs over the edge of the bed, and exhaling out as she picked up the call. She glanced over at her sleeping girlfriend, Mary Jane, passed out and coated in black slime across her ass and legs. She looked cute and hot. If she didn't have a call, she'd probably hump her in her sleep, given their fairly lax free-use rule.

She made her way out into the living space of their apartment as she answered the call. She was pretty much completely naked, although Venom would quickly sneak onto her and be her black bra and thong as she sat down on the couch. "Yo, what's up? Who's calling?" asked Gwen in a carefully quiet voice, leaning away from her room.

"Gwen! It's me, Silk. Come down to the Visit Sunny Latveria ad in your dimension, we've traveled through 616 to your universe." Silk's voice ran over the phone.

"Wait, how do I know this isn't some kind of trap?" asked Gwen, holding the phone closer to her face.

"Ugh, fine. _Would a fake Silk not remember a very passionate make out session turned lesbian grind session the last time we met up?_ " Silk said, whispering into the phone a bit. Gwen grinned.

"Oh, I don't think anyone but the real Silk would remember something like that…" Spider-Gwen replied, biting down on her lip. Silk and Spider-Gwen had realized, the last time they met, that the spiders that bit them in their dimension were the same and as such, their spider-sense created a powerful, almost uncontrollable attraction to each other. Not that Gwen really needed her spider-sense to feel powerfully attracted to someone like Silk, but they needed to keep a fair distance from each other most of the time or they'd get into hour long, passionate love-making sessions, something that Silk almost seemed a bit flustered by whenever they'd snap out of their daze post-orgasm.

Gwen felt Venom climb over her body to form her black suit and they went out Gwen's window, making sure to keep it unlocked so they could get back in. Hopefully, whatever this was, it would be quick. Gwen was feeling a bit tired, but she was sure that it was just the non-stop sex she was having with Venom and Mary Jane. Having such intense, rolling orgasms really did a number on her body at times.

She made her way over to the elaborate sign in the distance with seafoam metallic letters spelling out "Visit Sunny Lateveria" on top of a picture of a sunny tropical setting. On top of the building was Silk, Peni Parker in the SP//dr Mecha suit, and Gwenpool, of all people. She was curious about this odd group- where was Jessica Drew?

She knew who Silk was. She was Cindy Moon, a fellow student of Peter Parker's universe that was also bit by the spider. As she had remembered earlier, because of this connection, she was incredibly drawn and attracted to both Gwen and Peter Parker due to their shared spider-sense connection. She was reserved and somewhat cold, as many years had been robbed from her life due to needing to be contained away because of her powers.

Peni Parker and her mecha SP//dr wasn't a complete mystery- she had known her from her days fighting the Inheritors, which is where she met much of the Spider-People for the first time. She was a Japanese college student who used a mech designed by her father to fight and while she was rather bulky, she often was the strongest and suited to giant threats.

Finally, Gwenpool was not someone she was formerly introduced to but she was aware of the comparisons drawn to her. Gwenpool was someone who claimed to have fourth wall awareness and was a silly but well meaning person that perceived reality in her own way.

She landed on her feet and Venom quickly revealed her face as she was thinking about putting off the hood, as she'd normally reveal her identity to the other Spider-Women when they did team ups like this. It was a way for them to trust each other, although it didn't help much anyway.

"I'm here, what's up?" asked Gwen, looking over to the three other women. SP//dr stood upright as it projected a slideshow against the back of the L on the sign they were standing on. Silk quickly made her way over to the projection.

"Both the Black Cat from your universe and the Black Cat from our universe have been stealing various things from both dimensions and coming back here. We don't exactly know who's hired them, either. There's been a lot of portal jumping activity in general, so whoever _is_ doing this must have a lot of portal technology." Silk explained, going through slides of both Black Cats in question before moving to a stock image of a shadowy figure. She shrugged as she looked over to Gwen.

"Any other leads? Any other villains we know of?" asked Gwen.

"Well, that's all we have currently. However, they always go back to your dimension, according to the tracer we got from Reed Richards. So, scoping out here seems somewhat ideal." Silk explained.

"Why is Gwenpool here?" asked Gwen, glancing over to the blonde haired woman with pink fringe in her hair. She was precariously balancing a katana on her finger before snapping her attention back to the three women.

"For whatever reason, she felt herself necessary to get involved…" explained Silk, clearly not really wanting her there. "She pretty much demanded we involve her in this case."

"Well, it wasn't for no reason. I gotta keep making appearances regardless of whether I retconned myself into being an X-Men or not. Crazy mutant orgies aside, I think this little side event could be interesting to tackle all things considered, given I don't get to team up with another Gwen very often…" Gwenpool said, ribbing Gwen in the stomach.

"Is… is she another Gwen Stacy? What's her deal?" asked Peni Parker.

"She's her own character, her full name is Gwen Poole. She seems to think she originated from another universe before coming here where we're all just comic characters," replied Silk. "That's just absurd and I refuse to humor it."

Gwenpool sheepishly shrugged. "Well, what are we waiting for? Let's look for a lead around the factory they last robbed!" She looked out into what seemed like nothing, before reaching her hand out, grabbing some kind of invisible barrier and pulling down.

* * *

  
Gwenpool and the other three women slammed into the sidewalk, just outside of a factory. Gwen picked herself up from the ground, shaking her head as Venom enclosed around her face, the other Spider-Women quickly putting back on their masks or returning to their mech. Gwenpool shook her hair and then put over her mask.

"That was the power of a page break, girls!" Gwenpool shouted as she shook her hips as she carried a katana behind her back, making her way into the factory doors by force. It was closed due to the robbery sting, but investigating webcrawlers were welcome.

"Mhmm… some kind of weird teleport that was… felt like we skipped through time too…" Gwen remarked. She looked over to Silk, who quickly shot her face away from Gwen. "Aw come on Silk, do I fluster you that much?"

"It's not me being flustered, it's me trying to be focused on anything but you, you know…" Silk replied. Gwen grinned in an unseen way as SP//dr ungracefully squeezed their way through the factory doors. The factory itself was inactive, nothing was moving on any of the assembly lines.

"The factory was mostly producing cars, so I don't understand what they would have even stolen here or why." Peni Parker remarked, analyzing the scene for any remnants of the two Black Cats here. She hopped out of the mecha, as attempting to move through the factory in a bulky mecha wasn't going to cut it at this point.

"Hmm… I'm not picking any flashbacks from this zone, so I'm not going to be much of a help here yet…" Gwenpool replied. She leaned down as she looked for any breakage, sticking her ass out. This did not go unnoticed by Gwen.

"Hmm... " Gwen replied, creating a web line up to the ceiling and rising to look over the factory from a higher point of view. "They left the place relatively untouched, all things considered. They must have stolen something small or something, I have no idea what though…"

Silk glanced at a robotic assembling arm. "This is Stark Industries tech..." she said, feeling over it with an arm. "Hmmm…" Gwen slowly crawled over to her before jumping down, spooking the woman a bit.

"Relax... " Gwen teased as she glanced over the arms. There seemed to be one missing- a somewhat easy to miss fact of the scene as it had been cleanly disassembled off the original assembly line and the arms had no particular pattern or symmetry they adhered to. "Interesting, one's missing."

Silk bit down on her lip as she watched Gwen investigate. "Oh, i-is that so?" asked Silk. She got behind Gwen as Gwen leaned over, prodding at the empty connector holes, feeling Silk rub over her ass, which was more firm thanks to Venom's skin tight fit. That combined with their spider-sense induced attraction to each other made it very much irresistible for this kind of contact.

"Mhmmm… I get the feeling you're investigating something else… let's go somewhere more p-private…" Gwen said, biting down on her lip. Silk nodded as she kneaded at Gwen's ass, Gwen coaxing her more as she lifted off, shaking her hips as they made their way into an empty office.

Silk hotly panted as she laid herself across the desk, moaning as Gwen pinned her down to the desk, dry humping her hips as she pushed her tongue into her mouth. "U-unnghh… Gwen…" Silk moaned as Gwen rubbed against her sides, looking for a way to unzip her costume. Gwen didn't even need to bother as Silk pulled down at her own zipper, her hips bucking wildly against Gwen's hips. Gwen pushed deeper for a more passionate kiss, tongue being pushed down her throat.

Venom slowly pushed out a oviposition tentacle between Gwen's legs, causing her to pant huskily as she felt the inside of the suit form a cock shape inside her own pussy. She watched as Silk quickly took off the rest of her suit, bunching down at her ankles, pretty much completely naked. Gwen slowly pushed the tentacle inside, causing Silk to gasp into her mouth. Silk would normally ask questions, but she was too lost in her own lust for that.

Feeling the tentacle squirm deep inside her, Silk felt her hips bob back and forth, feeling herself become more frantic in Gwen's lips. She panted as Gwen's suit formed more tentacles, rubbing against the rim of her asshole and squeezing around her tits, the two never leaving their mouths for even a gasp, breathing into each other as if they were they were their only sources of air.

The desk shook underneath them, even more as more of Venom entered into Silk. Silk felt herself yelp right into Gwen's lips as she felt the tentacles thrust into her asshole, the two tentacles thrusting in a rhythm, alternating on the push and shove between the two holes. Silk felt her fingers push into Gwen's shoulders, which didn't hurt thanks to Venom.

"Unnfff… fuck, fuck, F-FUCK!" Silk screamed into Gwen's mouth, cumming down her tentacles, causing Gwen to pin her down more, in an even tighter, more compact position, pushing her tongue all around her mouth, which Venom was eager to join with their own black tongue. As the two fucked Silk against the desk, Silk felt herself twitch frantically, completely feeling out of control of herself.

"Mmmmphhh…" Gwen grunted into Silk, panting huskily as she continued to explore her mouth. She felt Venom's tentacles throb inside of Silk, feeling rather connected to Venom in the moment. She wanted to hold off a little longer, seeing if she could simultaneously climax with Silk in her second orgasm. Judging by Silk's loud moans, this wouldn't be far behind… her legs twitched like crazy, almost kicking against the desk which continued to wobble under them with each thrust.

Finally, Gwen thrust as deep as she could before coming hotly against Venom's cock, watching as Venom pumped Silk with a bunch of their black eggs in both of Silk's holes, black slime oozing out from both her pussy and asshole. A generous helping of black slime oozed out of the tentacles that were previously squeezing her breasts, coating them thick. Silk eeked out a second orgasm as this was going on, squirting all over the wooden desk.

" _Messy bitch…_ " hissed Venom. Silk huffed out her breaths, still drawn to the allure of Gwen, making out with her against the floor. Venom slid off Gwen entirely- they knew they'd probably bang all night and Venom had other things to do. Sliding as a sentient puddle of goo, they made their way to Gwenpool who was watching the two Spider-Women go at it in the office from atop a high iron beam. She was fingering herself under her spandex, messily rubbing at her pussy, masturbating as she watched. " _Shouldn't you be investigating the factory more, Gwenpool?_ " grunted Venom.

"I mean, I am doing my own version of investigation, really…" huffed Gwenpool, scissoring her own pussy as she bent her knees up more, bucking her hips slightly.

" _Good lord, does every one of you have an insanely high libido?_ " asked Venom, watching as Gwenpool masturbated to Gwen and Silk fucking in the office.

"Well, I dunno about that really, but my libido has been completely out of whack since I retconned myself into being an X-Men… the mutant orgies are fucking nuts, you and Gwen ought to come to one... " Gwenpool replied, breathing roughly between pauses.

" _Do you have some kind of knowledge about me and Gwen? You're acting rather casual around me… I first thought it was because you were jerking it off but now I'm not so sure…_ " questioned Venom.

"Oh, I know your whole story, I've been reading the back chapters. Why do you really think I wanted to shoehorn myself in here?" asked Gwenpool, her hips rocking forward more aggressively. "You and me, let's fuck while she's alone with Silk…"

" _As inticining as that is, surely we should be doing something else…_ " Venom replied.

"Aw come on, Peni's got it. We know what was missing, there could be more, but I think the robot can handle that more. Besides, now we just need to figure out the how and why," Gwenpool replied. She looked over to Venom, spreading her legs. "Come on, real quick, we can do it."

Venom groaned as it attached itself to Gwenpool's legs, pushing the spandex around her pussy as much as they could to the side and forming a thick black tentacle to thrust into Gwenpool's pussy, " _Alright, real quick, it's not like I can really be with my host right now anyway…_ " Venom said, looking over to Silk and Gwen continuing to make out and bang each other in the office.

Gwenpool moaned as Venom began to thickly thrust into her pussy, gripping onto the iron with her fingers tightly, feeling her legs twitch. This was not a good spot to be doing this- the area was very small for Gwenpool to be fidgeting over- but Venom supposed the benefit of someone like Gwenpool was that they were crazy enough to get off on the danger of it and could take any possible consequences.

"Unfff… no wonder Gwen Stacy is all over you as of late, I could have only imagined how _fucking good_ this feels…" panted Gwenpool in a husky way, bucking her hips wildly. Venom spread their influence across Gwenpool's thighs, painting them practically black, making their thrusting much more feral and uncontrolled. "Oh god… symbiote sex is the fucking best, holy shit…" Gwenpool moaned, pushing down the zipper of her costume to expose her tits. "Play with these will you…"

Venom wasn't used to being ordered around, but they found themselves following along regardless, continuing to thrust into the blonde bombshell on the steel girder, sticking themselves against one of the sides. It squeezed and pushed around her tits, playing with them in a rough way, causing Gwenpool to push her head back and moan in lust. Venom began to coil their tendrils of black, pulling at their nipples, causing Gwenpool to increase in volume.

Venom hissed as they continued to thrust into Gwenpool, feeling Gwenpool's hips buck against their tentacle. Venom spread their legs out more, slamming a second tentacle up their asshole, squirming it deep inside Gwenpool, pinning them down by the legs atop the steel girder as they continued to double penetrate the superheroine. Gwenpool drooled as their tongue hung out of their mouth, continuing to feel Venom slam into their insides just like they desired.

Rubbing a small tendril against Gwenpool's clitoris, Gwenpool suddenly tried to kick her legs before realizing that they were safely secure and trapped inside Venom's mass. Venom throbbed their tentacles inside Gwenpool's asshole and pussy, signalling to her that they were ready to lay eggs. Gwenpool squirted messily from her pussy, shrieking from her orgasm, feeling the heat escape from her as she hotly panted.

Venom proceeded to flood her pussy and ass with their eggs, supplying a thick amount of black slime inside of them to help everything go inside smoothly, lubing her holes. Gwenpool hornily panted, clearly wanting a second go. Venom could easily go for it, but they wanted to know how much longer they needed to be at this factory at this rate, so they slid down the iron beam, leaving Gwenpool in somewhat of a post-coitus daze.

Peni Parker had finished analyzing everything they needed to do at the factory, having collected pictures of evidence and any trace analysis around the missing arm. Venom approached her in a feminine, humanoid form, leaning against a white wall. " _Well, what's the analysis, Peni?_ " asked Venom.

"It appears that they took an Stark Industries arm apart with a meticulous amount of precision, then there are two handprints against the wall and a trace amount of liquid left at the scene over by the exit. It appears to be, well, female ejaculate." Peni Parker replied.

" _Jesus, so it's not just these horny heroines that get down and dirty any chance they get then._ " Venom retorted. Peni nodded.

"Yeesh. You think they'd keep a bit more on the down low like I do… if I feel really strong urges I'll just do it somewhere more private with a vibrator or something. Admittedly, it is kind of hot to watch them just go at it with each other… but I digress," Peni Parker commented. "Anyway, we need to catch these two horny Black Cats and see if we can get some answers."

" _Do we know where they'll be?_ " asked Venom.

"Don't have a clue. They'll strike at night, seemingly." Peni Parker replied.

Gwenpool climbed down, black slime dripping down her legs and out of her spandex but she had made herself look a little more presentable otherwise. "Well, I suppose we should stake out until night then… I'll rent a hotel room where the three of us can stay at and Gwen can come back home until it's time to strike!"

"Wait, how are you going to manage all that?" asked Peni Parker.

* * *

  
Gwenpool hopped onto a hotel bed and laid back as Peni Parker barely got her bearings, looking for where sp//DR was. Silk and Gwen got off each other as they rolled off a hotel bed, completely flustered with themselves as they put back on their costumes which had also been teleported back to the hotel thanks to Gwenpool's page break ability.

"I suppose I ought to get going then…" Gwen said as Venom rebonded to them. "Uh… seems like tonight we're waiting for the Black Cats to strike, then?"

"Yup, that's exactly what's happening. Glad you can get with the program even when you have Silk's tongue deep inside your mouth." Peni snarked.

"H-hey!" Gwen said, flustered as she made her way to the door.

" _Oh by the way, Gwenpool and Silk, you may want to use the bathroom to dump your eggs, I'll collect them before they manifest to another stage, hopefully._ " Venom explained. Gwen looked at her outfit, which was Venom, a little startled to realize that in her hours-long session with Silk, that Venom had fucked Gwenpool. They made their way out to the hallway, heading towards the elevator.

"You fucked Gwenpool?" Gwen asked.

" _She asked for it, it's not like I could have really done much when you were stuck to Silk like that and bursting in a whole load of eggs in both holes..._ " Venom replied. " _What, are you jealous?_ "

"What? No, just a little taken back, that's all. I guess I was so lust in my lust for Cindy that I didn't see that, hah." Gwen replied, pressing the down button on the hotel elevator.

" _You're the Gwen I like more, anyway. Not that you are jealous, but I dunno, I just craved you._ " Venom replied.

"In a way I'm not sure you'll believe, I like you more than Silk too. I have a much more personal connection and bond, anyway. I mean, you're literally bonded to me as a symbiote, but…" Gwen said, as the elevator opened.

Gwen stepped inside and Venom separated a little bit from her head and formed their own head in a femine shape, kissing Gwen on the lips. It was time to get back to their apartment and back to their girlfriend Mary Jane, who hopefully wasn't missing them too much.

"Oh right, and we need to get the milk this time." Gwen stated, stretching her arms out as they left the elevator.


	8. Issue 8: Venom's Web

**Summary for the Chapter:**

> Gwen and Mary Jane have some time to themselves while Venom helps Gwenpool and Silk lay the eggs laid in them and they form a plan to stop the Black Cats. Venom later returns to their girlfriends.

Gwen arose from her bed, moaning as she felt Mary Jane at her thighs, eating her out. She held her head in her hand, gripping onto her red hair as she began to hump her face. Mary Jane made her tongue dance across her clitoris, causing Gwen to wrap her legs around her head, grunting as she fucked her face.

Mary Jane matched her intense energy, almost seeming to laugh at the challenge, making her tongue thrust in and out of her girlfriend. Gwen's blonde hair was all messy, shaking with each little hump with her hips, Mary Jane's red hair getting entangled in Gwen's fingers, which began to twitch as she began to close in on an orgasm.

Suddenly she felt herself moan super loud, her nipples feeling hard and erect. She bucked her hips super hard, moaning as she drooled from her mouth as she came to a climax, filling Mary Jane's mouth with a hard squirt of her own ejaculate, which Mary Jane swallowed.

"That's a really nice way to wake up…" purred Gwen as she wrapped her arms around Mary Jane. Mary Jane kissed her lips, smiling as she laid her head on Gwen's nice set of tits, kissing it.

"I have to say… this is really working for me, even if it's been only a weekend…" Mary Jane replied, lapping at her right and left tits with her tongue.

"Mmm… well, hopefully it doesn't just stay a weekend either…" Gwen replied, giggling as she got up. "Wait, where's Venom?"

"Uhm… they said something about needing to help Gwenpool and Silk lay their eggs that were laid in them yesterday. They'll return back here when that's done." Mary Jane replied.

Gwen nodded as she stood in the nude. "Should I even bother getting dressed, you think?"

"Pff, well, I certainly don't mind." Mary Jane laughed, sitting up in the bed, wearing only a pair of seafoam colored panties that Gwen could recognize came from her dresser. She put on a pair of glasses, which was previously sitting on a night stand. Gwen was surprised to see her in the glasses, not knowing she needed to wear any before this point.

"You have to wear glasses?" asked Gwen. Mary Jane grinned.

"Usually, I don't have to, but I'm out of contacts…" Mary Jane explained. She turned around to Gwen. "If I knew you'd have this kind of reaction, I might wear them more often."

"You look gorgeous in them, if I'm being honest here." Gwen replied, blushing a little.

"Heh, maybe I'll wear them more." Mary Jane purred. "Well, since I ate you out, you should return the favor…"

"Oh, alright tiger…" giggled Gwen, getting down on her knees as Mary Jane spread her legs, pushing out her pussy lips. Gwen pushed her head between Mary Jane's thighs, pushing her tongue against her pussy folds, before slithering it inside. She pressed her nose up against Mary Jane's clit, pushing out hot air through her nose.

Mary Jane felt herself involuntarily recoil in response, biting down on her lip. She gripped Gwen's blonde hair, digging her fingers through her hair, humping at her mouth. Gwen pushed her tongue back and forth inside her redhead girlfriend, gripping the edge of the bed for the best balance she could, leaning against the edge of the bed, on the front of her feet, the back of her feet in the air.

She felt Mary Jane stroke through her hair, moaning, drooling inside her pussy as she continued to explore through her pussy walls, slobbering inside her. She carnally craved her, feeling herself rub at her pussy lips. She couldn't believe how lucky she was to have her and for her to be just as head over heels for her as she was for her.

She continued to thrust Gwen's head between her legs, huskily panting, gripping into her hair, her nails almost clawing at her girlfriend's scalp. Gwen twitched from the legs, continuing to push her fingers against her pussy, shoving them through eventually, feeling almost a sense of release as she buried her fingers inside of herself. She yelped as she masturbated, continuing to push her tongue inside Mary Jane. Mary Jane gripped hard around her head.

"Unffff… unfff…" panted Mary Jane, twitching her legs as she felt Gwen push more into her, before finally relenting and filling her girlfriend's mouth with her ejaculate. Gwen swallowed it down, kissing Mary Jane's pussy before finally pushing her head away. Mary Jane laid back on the bed, panting huskily.

"I love you…" moaned Gwen as she climbed onto the bed, dipping her head down to kiss Mary Jane. Mary Jane smiled as she gripped her by the cheek, pulling her in for a kiss back.

"I love you too…" huskily panted Mary Jane. "God, my legs are still twitching…" she said, looking down. "Wanna go at it again?"

Gwen grinned. "It's not like Venom's here, let's fuck until they get back…" she said, mounting onto Mary Jane's hips.

* * *

  
Venom sat at the edge of the tub towards the center, looking at a nude Cindy Moon and nude Gwen Poole, who held their stomachs. " _You need to spread your legs and you need to rub it out a little. It'll help the delivery process a bit._ " Venom explained.

"Ungh… okay…" Cindy spoke, spreading her legs out a bit as she rubbed at the top part of her pussy lips. She hissed a little as she kept rubbing at herself, Gwenpool following as she spread her pussy lips, bucking her hips a little.

"Oh yeah… mmfphh… come out little eggs…" Gwenpool moaned as she felt something move towards the front of her pussy, plopping out into the ceramic white tub floor. She bit down on her lip as she saw Cindy aggressively spreading her pussy lips, bucking her hips, trying desperately to get her eggs out. Gwenpool giggled.

"Need help, Silk?" she asked. Silk groaned as Gwenpool moved over to her, pushing close to her, using her other hand to help Silk get rubbed off, moving her thumb against her clit. She licked at Silk's cheek, Silk only moaning in response as she moved to put her tongue into Gwenpool's mouth, eggs finally releasing from her pussy lips.

"Unff.. this is helping…" Cindy panted from her lips, moaning as her tongue was quickly overtaken by Gwenpool. Gwenpool moaned as she rubbed her pussy against Cindy's left shin, eggs emptying out from her asshole, one by one, panting into Cindy's lips. Climbing more onto her egg-laying partner, the two suddenly aggressively grinded against each other, Cindy hooking a finger into Gwenpool's asshole, spreading it to push out more eggs.

"You're such a… such a slut…" Gwenpool moaned as she continued to lay eggs from both of her holes. "Not that it's a bad thing… no… no... I like it a lot…" huffed Gwenpool. Cindy spanked her butt.

"Shut the fuck up…" Cindy growled, squeezing at her left asscheek. Venom watched intensely, giggling to themselves. "Unnghh… god, these feel so fucking good coming out… it's like the spider-sense on my whole libido…" she felt her hips rock back and forth, her eyes rolling back as she suddenly released a torrent of remaining eggs.

" _The eggs are laced with an aphrodisiac that makes you humans enter breeding mode… you want to be fucked. This was meant for encouraging reproduction for symbiotes so you humans would willingly let us do it, creating thousands of symbiotes to quickly take over your planet… but I'm not that kind of symbiote, I absorb the eggs back before they can ever hatch._ " Venom explained.

"Unnff… well, it's working…" Gwenpool replied. "Fuck... we're totally going to be way too horny to take down the Black Cats, aren't we?"

"Well, we can't g-give up… g-god FUCK…" Cindy cursed as she continued to buck her hips hard. Gwenpool released a thick torrent of eggs from both holes, moaning as black slime covered the bottom of the tub.

"What if we took down the Black Cats with s-sex… could work…" Gwenpool groaned as she grinded against Cindy's pussy, which leaked black slime. She rubbed against her clit with her fingers, moaning harshly as she continued to make out with Cindy.

"Y-yeah… let's use Venom to help against that…" grunted Cindy.

" _Oh ho ho… I have no qualms with this idea, but who will take me on…_ " Venom replied.

"I w-will…!" Gwenpool yelped, squirting over Cindy's thighs, covering it with her own ejaculate, which was a little tainted with Venom's black slime. She huffed into Cindy's neck. "G-god… please…"

" _Someone's very enthusiastic… you got it, Gwenpool…_ " Venom replied. " _Hang on though, I gotta meet back with my girls, you two can keep going at it though…_ " Venom stated as they took up the eggs and absorbed them back into their black mass. Gwenpool and Cindy continued to make out in the tub as Venom left through the window, stretching themselves across the buildings, making their way back to Gwen and Mary Jane's apartment.

* * *

  
Gwen huffed out in a daze, messily squirting over Mary Jane's fingers as she came to another climax. Mary Jane purred as she licked her fingers off, before hopping off the bed as she saw Venom tap at the window. She unlatched the lock and pulled it up, allowing their alien symbiote girlfriend inside.

" _Wow… you two have been at it too, huh?_ " asked Venom, forming into a humanoid woman form. Gwen nodded and panting, kicking her legs a little. Mary Jane leaned up to kiss Venom on the lips, who hissed with a sense of satisfaction.

"Being polyamorous with you two has been quite the dream…" huskily panted Gwen.

"I'll say…" Mary Jane said, leaning down to kiss Gwen on her pussy lips, unable to stop herself as she immediately plunged her tongue into Gwen's soaking wet pussy, gripping her by the thighs. Gwen yelped in surprise, gripping her redhead bombshell girlfriend's head and letting her go down on her.

Venom could only hiss as they watched, biting down on her bottom lip. She shook her hips as she created a symbiote cock between her legs, gripping Mary Jane's hips as she lifted her up in the air, plunging the symbiote cock deep inside her asshole. Mary Jane responded positively, wiggling her hips, as she messily performed oral on Gwen's pussy, her nose brushing up against Gwen's clit, breathing out hot air.

Gwen kicked her legs a couple times but it didn't deter Mary Jane, who kept an iron-tight grip onto her thighs. "F-fuck…" Gwen moaned deeply, feeling Mary Jane's hot and wet tongue continue to tunnel inside her, grunting as she felt it push deeper and deeper inside. Venom hissed as she pressed her tits against Mary Jane's back, pushing as deep as she could into Mary Jane's tight asshole, their long black tongue wrapping around Mary Jane's neck.

Continuing to pump into her tight asshole, Venom spanked Mary Jane hard, which caused her to dive deeper into Gwen's already aching pussy, causing Gwen to tense up and curl in pleasure, her tongue hanging out of her mouth as she bucked her hips. She had never felt so fucking free from worry in her life.

Gwen moaned as she curled her fingers around Mary Jane's red hair, panting so loud, sweating as she humped her face. Mary Jane panted huskily, lapping at Gwen's pussy with her tongue, pushing into her g-spot, rapidly punishing it with the tip of her tongue.

" _Ooohhh yeah..._ " howled Venom as they rapidly pushed inside Mary Jane, pushing their silky black tits against her back as she fucked their red-head girlfriend anally. They tightened their tongue around her neck, grunting as they entered a feral grunting session, spanking Mary Jane across the ass, leaving hand prints as red as her hair. Mary Jane responded positively to all of it, pushing frantically into Gwen's pussy.

Gwen squirted mere moments later, all over Mary Jane's face, barely able to get it under control. She huffed and panted frantically, releasing her grip from Mary Jane's face as Venom thrust a couple more times before filling her up with black eggs and slime, causing Mary Jane to yelp in pleasure as she was being breed by the symbiote.

Venom sat on the bed as both girls kissed at their ovipoistor, grateful to the symbiote for their job well done.

* * *

  
Scorpia leaned against the wall, furiously masturbating. While recently Gwenom had come back to help her lay the eggs, she felt like her libido would never drain, constantly rubbing herself off with her fingers or grinding her pussy lips against her tail. She huskily panted with bated breath, feeling her scissoring fingers dig deep inside her pussy lips, giving off soft whimpering moans as she proceeded to ejaculate over her fingers, climaxing for the tenth time tonight.

She was incredibly hot and bothered, spreading her legs and pushing her mechanical tail beneath her thighs to rub off. As she was doing this, she was unaware of the lurking presence of a red symbiote by the name of Carnage, who was leaking out of the vents, forming multiple little red limbs to crawl across the ground.

Heavily damaged, Carnage grinned from their red goopy body. They had found a new host to play with, and hopefully deliver some eggs through.

**Notes for the Chapter:**

> This chapter was supposed to be the introduction to what will become Chapter 9, but it became too long! Whoops. Enjoy this kind of mostly erotic fluff content in the mean time!


	9. Issue 9: Black Cats

**Summary for the Chapter:**

> Venom goes to the stakeout mission with Gwenpool, Peni, and Silk, although Gwen is upset when she realizes Venom chose to go without her in tow. On the stakeout, Gwenpool has to be muffled out when she attempts to masturbate to relax her nerves, almost screwing everything up.

Venom finished inside of Mary Jane, who gripped at Gwen's hands, panting harshly as she felt Venom fire ropes of black slime and eggs inside her. Gwen, who had previously taken some of Venom's eggs and slime prior, gripped tightly at her girlfriend's hands, moaning as she wrapped her legs around Mary Jane's hips, softly dry-humping, slime eeking out from her pussy lips.

"Hahh... Venom… we have to go soon to stop the Black Cats, don't we…" Gwen panted.

" _Right…_ " Venom responded nervously, looking over to Gwen. " _Gwen… I'm bonding with Gwenpool instead to stop the Black Cats. Your innate attraction to Cindy is kind of difficult to work with and might minimize our chance of success._ " They put out the words honestly, but it still hurt to an extent to hear.

"Wait… what?" Gwen replied, stopping her dry-humping. "Hold on, we're supposed to be a fucking team… bonded together…"

" _Well, you said I could have more than one host, so… here I am, doing that._ " Venom replied. " _If it makes you that uncomfortable…_ "

"No… no, you have a point." groaned Gwen, flopping back. "Just go. I don't want to be around you, weighing you down if that's the case."

Venom frowned but made their way to the window, leaking out through a thin opening before stretching out against a powerline, making it over to the hotel that Peni Parker, Gwen Poole, and Cindy Moon were staying at and were waiting at. Gwen watched as they left, growling as she barely attempted to sit up a bit. She looked to Mary Jane.

"I'm Spider-Woman or Ghost Spider or whatever the media calls me, by the way. Not really sure if that was a thing you knew, you seem really nonplussed and not surprised, so I'm guessing you figured it out eventually… whatever." Gwen stated.

"Yeah, I knew. It was uh, something fairly easy to guess once you brought that slimy sex machine to the apartment." Mary Jane replied, pursing her lips a bit as she sat up a bit, black slime oozing out from her pussy.

"Ugh… I know Venom has a point. Cindy gets me acting extremely horny because of our spider pheromones interacting with each other, creating a very strong sense to mate, but it does kind of really bum me out that I have to be exempt from the mission entirely because of that." Gwen pouted, laying on her front. Mary Jane slapped her on the ass playfully with both hands, playing them like drums.

"Hehe, bum out…" Mary Jane giggled to herself quietly as Gwen turned to her side.

"Besides, they're probably gonna have sex _anyway_ with the two Black Cats and Cindy… am I really that big of a hinderance if I have my hands all over Cindy the entire time?" whined Gwen. She turned completely over to her back.

"Well, we'll show Venom we can have a good time without them too." Mary Jane remarked, kissing at Gwen's tits. Gwen moaned a little, feeling her nipples perk up a bit.

"What do you mean by that?" asked Gwen, stroking Mary Jane's red hair as she let her kiss away at her chest. Mary Jane teasingly giggled as she licked at Gwen's nipples before giving them fairly sloppy kisses. "Nghh…" Gwen said, tightly pressing her legs together so Mary Jane wouldn't immediately be able to finger her. She felt good but she didn't exactly wanna feel good at the moment.

"Well, we have the Mary Janes, remember?" Mary Jane coyly suggested, giving Gwen's breasts little kisses with her tongue, sticking and flicking it out like a lizard. Gwen felt her legs kick up a bit but made sure to lock them again, trying not to give into Mary Jane right away, although she was making it awfully tempting. "Glory Grant is a total lesbo, and I bet Betty Brant would bend like pasta given the right opportunity. Come on, don't think you haven't thought about giving both of them a nice fingerbang after a good band session." Mary Jane explained, moving her head up against Gwen's neck, her fingers dancing against the thighs of the blond girl.

"R-right… yeah, I bet Betty Brant would f-fucking bend like pasta given enough heat from a passionate, lustful lesbian orgy… g-god, getting fucking wet just f-fucking thinking about…" Gwen replied back, letting Mary Jane kiss her on the lips as she slowly spread her legs open, rubbing her fingers up against Gwen's labia and clit, giving her nice intense rubs but without sticking her fingers in. Gwen whimpered and wobbled underneath her, requiring Mary Jane to mount her legs and use her free hands to bind together Gwen's hands. "Ahhh… Em Jay…"

"Shh… shh… just think good, nice thoughts about what you wanna do with our fellow bandmates…" teased Mary Jane.

"God… Betty used to be one of my roommates… fucking fantasized about her constantly when I was having my lesbian awakening…" Gwen thought out loud. "Kind of like you, really, except Betty was nowhere near as much of a bombshell as you, personality and looks-wise."

"Aw hush, you don't gotta make me feel that good about myself." Mary Jane replied. She licked at Gwen's neck, before giving her soft kisses against her front.

"Well… it's the truth…" replied Gwen, moaning and mumbling as Mary Jane continued to rub nice and aggressively against her wet pussy lips. "Not even sure if Betty is straight to be honest…"

"She's got an interest in death metal and horror… those kinds of girls rarely are…" laughed Mary Jane.

"Yeah true…" Gwen giggled, before gasping softly as Mary Jane sank her fingers inside her pussy. "Nghh… f-fuck…"

Mary Jane cradled Gwen's cheek in her hand. "Mmm… that feels better, doesn't it?" she asked. She leaned in for a kiss which Gwen was eager to give, pushing her tongue inside her mouth. Giving Gwen's tongue rough presses with her own tongue, Mary Jane was quickly pushing her fingers in and out of her girlfriend, who was kicking her legs a little,

"Squirt nice and messy for me, spider-slut…" Mary Jane teased as she lifted a finger to rub against Gwen's pussy. Gwen felt her hips buck uncontrollably, yelping before a stream of fluid pushed out from her pussy, hotly panting. Mary Jane giggled before kissing her passionately, pinning her down. "Let's move to this to the tub, I have the feeling we're gonna keep making messes on the bed."

Gwen nodded her head slowly as Mary Jane picked her up in her arms. "O-oh my, you're so strong…" Gwen panted. Mary Jane laughed, although Gwen did weigh way more than Mary Jane was expecting.

* * *

  
Venom slipped into the hotel room, where Gwenpool was caressing the back of Silk, still not in costume. Venom hissed. " _What the hell is up with girls and you, huh, Silk?_ " Venom growled. " _Had to drop Gwen from the mission because your phermones cause you two to fuck each other non-stop, but you two should be dressed. What the hell?_ "

"M-my apologies Venom…" Silk stammered, hopping off the bed. Gwenpool stuck her tongue out as Venom moved towards her.

"Well, I didn't bother getting dressed because I knew you would be on me pretty soon, so that's my side of things. Can't help it if Cindy has a fucking amazing ass." Gwenpool crudly replied. Venom sighed as they covered Gwenpool quickly, forming their costume which consisted of a black and pink version of Gwenpool's original costume, plus large clawed hands and feet. Gwenpool stuck her tongue out, now much longer and closely resembling Venom's- Venom had put more control on her to prevent her from immediately trying to bone Silk again. They weren't exactly in a hurry but things could be subject to change.

Peni Parker walked into the room with another woman, who was black with white hair and brown eyes. "This is Addy Brock from my universe. She has come to assist with her own mecha, VEN#M."

" _Neat._ " Venom Gwenpool said together. Cindy finished getting into her Silk costume, looking incredibly flustered.

"She'll be on guard at the back entrance of the Black Cats' striking location. That's the museum of natural history, by the way, I figured it out while you were all being lesbians last night." Peni replied. " _I mean granted, it was hot to fap to but…_ " she whispered to herself, something only Venom could pick up on.

"I would be there in the area with you guys if I could, but someone has to be there in case there's issues, and well, I came kind of late, so I figured I'd take up the task." Addy replied.

"Sounds good, yeah..." Silk replied. "Gwenpool, do you mind getting us over there?"

Venom Gwenpool raised a fist into the air and stuck out her enormous clawed finger. " _Scene transition a-go-go!_ " she yelled.

* * *

  
They arrived at the museum through means that they could not see, although Venom and Gwenpool had memories of driving down there, making small talk with the other members while lugging around two mechas on a ramp truck. Nobody else had any memory of the events they were talking about, so they dropped it. Such is the life when you perceive time through a fourth wall.

"Alright, those two horny Black Cats might strike any time, so we need to stay quiet and hide in different places. I'll be hiding among the dinosaur skeletons, you two figure out other places," Peni Parker explained, hopping into SP//DR and heading inside the museum building. "I've shut off the security grid, so don't worry about setting anything off."

"Hmm, I guess to catch some thieves we're gonna have to act like them." Silk replied, thwipping into the building, latching onto the ceiling. Venom Gwenpool followed them closely behind but quickly moved towards the jewelry. Gwen Poole figured that if there was anything that these Black Cats were after, it would be some treasured gems.

Slipping behind a diamond display and crouching behind, Venom Gwenpool glanced behind the corner before pushing their back against the wall and spreading their legs. " _What are you doing?_ " hissed Venom.

"Jerking… I guess you'd call it Jilling off… eh, whatever. I'm gonna masturbate." Gwenpool replied, in a hushed tone, pushing two fingers toward the spandex bunched up around her lap. Venom hissed a little more.

" _Now is not the time, especially with how fucking loud and obnoxious you can get._ " Venom replied.

"Ah, jeez, I'm doing it to cool my nerves. I don't wanna mess up in front of you guys, there's a lot of pressure riding on me to do this right." Gwenpool explained.

" _Ugh, fine… I'll jerk you off, but I'm gonna make you be quiet._ " hissed Venom. They covered Gwenpool's mouth with a black strap, forming a hand around her pussy, pushing thin tipped fingers against her labia. Gwenpool squealed behind the black strap around her mouth, barely muffling out her noise, Venom forced to make it thicker to muffle out more of the noise. Gwenpool kicked her legs, which Venom had to restrain with pools of black goo under her shoes, keeping her in a fairly captive position. Her arms were forced onto the ground, also captive in black goo puddles created by Venom.

Gwenpool tried to squeal or speak, as Venom could feel the constant vibrations behind the strap, but was mostly muffled out. Pushing their fingers inside, spreading Gwenpool's pussy lips as they took her on, Gwenpool constantly squirmed in her captivity, although Venom could tell she was loving this bound treatment. Her hips bucked off the ground, hotly panting behind the black strap, slobber pooling underneath. Venom pushed a symbiote formed cock inside Gwenpool's mouth, forming it deep into her mouth before thrusting it. Just for extra fun, they formed a pair of balls to slap against Gwenpool's chin.

Gwenpool's muffled noises and restrained kicks and squirms barely made any noise, and Venom had to keep a tight hold on Gwenpool as she was used to being loud and unrestrained. Transforming their finger appendages into long thick tentacles to push into Gwenpool, Gwenpool's hips bucked wildly, slobber dripping down their face as they furiously deepthroated the symbiote cock against their face, which made quiet slapping noises. Venom peered around periodically, hoping they wouldn't be caught by the two perps they were attempting to catch.

Much to their luck, the two Black Cats entered the diamond showcase exhibit without seeming to notice Gwenpool tucked away behind a diamond display, getting furiously but silently fucked. Both had white hair, although one had brown skin, wearing a silver bustier top and black shorts that didn't extend past the waist. She wore silver heels with black ropes crossed around the ankles. She wore a smirk, pushing down her silver sunglasses as she leaned forward to examine the diamond. The other Black Cat was a pale skinned woman with a black mask around her eyes, wearing a skintight catsuit with a white fur boa running through the "collar" part of the suit, zipped down to show plenty of cleavage. She adjusted her gloves, her long, thigh high boots clicking against the floor of the museum.

"No power to the security systems… this was far easier than I would have thought." the silver studded Black Cat said to the catsuit Black Cat.

"Careful, pop star. I'm pretty sure we've been set up here. You're on the ropes still, detecting when you've been set up is something you'll have to learn." the catsuit Black Cat spoke to the other one.

"Right, I'm still a mere Felica Hardy compared to you, Black Cat. You earned that moniker, I'm just learning from the best." Felicia spoke to the Black Cat.

Venom quickly noted that they had already figured out how to distinguish themselves. Felicia Hardy was the name used by the black cat from Gwen's home dimension, while Black Cat was the same woman from the 616 universe, where Silk and Gwen Poole resided. Evidently, they were both Felicias and they knew this, but one had not fully earned the moniker of "Black Cat".

"Hard to say what the trap is. I hear something wetly slapping in the distance, but I'm not able to pick up from where." Black Cat growled as she tried to figure out where the faint sound was coming from. Venom slowed their pace inside Gwenpool, much to their muffled disappointment- it was too risky for them to keep going at full strength without making too much of a racket.

"Well, I think honestly given that we have some extra time before we need to grab the diamond and run, given that we didn't have to spend an hour dismantling security, we can probably have some fun…" Felicia teased the Black Cat, coyly touching the zipper of the catsuit her 616 counterpart was wearing.

"That would be unwise if it's a set up… I mean as sexy as fighting half naked would be…" Black Cat retorted, giving some thought to the idea before trying to hear the wet slapping noise again. Gwenpool squirmed in Venom's grip, threatening to escape. Venom pushed their tentacle deep inside the blonde's womb, pulsating their large tentacle with giant rolling thrusts, fucking their face non-stop. Gwenpool fell a bit limp, although Venom knew the sound was now louder. Horny brat… she was putting the mission on a compromised position…

"I don't see anyone around, do you?" Felica retorted, putting her hands on her hips and pursing her lips, attempting to come off combative. Black Cat waved her hand to dismiss her for the time being. "C'mon Party Hardy, you were like this at the factory too, remember how _that_ turned out? Perfectly fine, just like your body…"

"Well, Felicia, I don't feel like taking chances at the moment. I only have the ability to produce bad luck for others, not create good luck for myself or anyone else I'm with. The probability that this is a set up is far higher than last time," Black Cat retorted. "If we have the extra time, we might as well grab the diamond than have some kinky sex at a diamond display at a museum."

Gwenpool rolled her hips up and down, feeling her body bob up and down the thick tentacles that Venom was surging inside of her. Slobber began to drip down to the floor, salivating much more of the powerful, massive cock inside her mouth. Venom earnestly could not keep it much longer without some kind of massive release- they had exerted themselves far too fast. Venom was silently cursing their situation- had they been bonded to Gwen, perhaps Venom would have been able to keep it much more under control. Gwenpool was far too untamed of a beast to rein over.

"We could do that… but where's the thrill in just grabbing the diamond and going?" hissed Felicia towards her other self. "Leaving a calling card of our messy little sexcapade is much more fun! Besides, when you're the one who's dripping wet they won't be able to trace it back because you don't exist in this dimension…"

Black Cat finally relented. "Alright then, Felicia, but if we get caught you're getting punished as soon as we manage to escape, if we can even get that to happen. For the record, it's your idea that we do this."

Felicia yanked down the zipper of her partner's catsuit, admiring her bare breasts in the night light afforded to them by the ceiling windows and the moon. Gwenpool watched from their spot in the shadows, rolling her hips as she was heavily turned on by this side show she was now the audience of. Venom began to expand their mass outward in the form of crawling black tentacles. They would just need Gwenpool to stay contained a bit longer…

Pushing their lips against each other's, Felica found herself rubbing around the exposed hips of the master thief herself, peeling back more of her skintight catsuit around the waist until her pink pussy was nice and exposed. Giving her labia a soft rub with two fingers, she then lined up her hips against hers, dropping her tight shorts to the floor, loosely hanging down her ankles. Black Cat leaned against the diamond case, moaning as she made out with the silver haired pop star, battling her tongue.

She wouldn't have agreed to this at all if she knew this didn't feel so fucking good. It was worth the risk, and the idea that they could be caught like this did turn her on a fair bit. It was something she had always fantasized about doing with somebody- perhaps Tamara, perhaps Peter Parker- although she had never thought it would be an alternate version of herself, although to some extent it made sense- after all, the overlap in ideas and desires would probably stay a little bit consistent, even if a lot was different.

Venom coiled their seeking tentacles nearby, continuing to pump into Gwenpool to keep her quiet and pleased. Gwenpool's motions were beginning to become erratic, sweat was beginning to bead off her body which made her somewhat slippery in Venom's slimy constraints. Venom had to shift focus constantly, often leaving the tentacles weaker and slower when moving from one focus to the other, juggling between the mission and Gwenpool's symbiote sex session to "calm her nerves" very quickly, meaning that Venom wasn't quite able to pull off their stealthy tentacle crawl quite as quickly as they hoped.

For a moment, it seemed like everything might just work out. Black Cat was far too busy grinding and bumping with Felicia Hardy, messily swapping spit while Felicia groped her tits. However, Venom was losing track of how much stamina they had left to pump into Gwenpool and within moments, everything about the plan quickly fell apart.

Venom released a thick helping of black slime and symbiote eggs inside of Gwenpool's pussy, huskily panting, ironically making the loudest noise. Tons of black slime burst into Gwenpool's throat, causing the blonde to gag as she tried to swallow all of it, some of it messily hitting the floor. The constraints went loose and Gwenpool limply fell back on her ass. Felica and Black Cat quickly took notice as Venom climaxed, hopping off each other, stepping on Venom's tentacles. Venom hissed, trying to pin them down, but they expertly managed to avoid this and began to move. Black Cat clung to the wall with her clawed gloves, moving quickly over to Gwenpool who was still attempting to swallow Venom's load, while Felicity snagged the diamond and was making a run for it out of the exhibit, leaving behind her shorts.

Silk quickly cornered Felicity, pinning her against the wall quickly before webbing her up with her webbing. Venom attempted to snatch the Black Cat as they made their way up to the upper floor, but was far too slow to do anything, instead being pinned to the floor by the mechanical SP//DR robot piloted by Peni. Gwenpool got up, a naked, slime soaked mess, finally finished swallowing the loads that Venom had just provided them with.

Silk snatched the diamond from Felicity, putting it back safely in the case. "Well, that went pretty poorly, what happened there?" she questioned Venom. Venom hissed in a low tone.

" _Gwenpool got horny and was going to masturbate- I thought I could muffle the sounds if I fucked her and that worked for a time, but my focus was too scattered and things went poorly from there._ " growled Venom.

Peni hoisted the mostly naked Black Cat, who was trapped inside of a webbing, while Silk pulled Felicity off the wall with some additional webbing to keep her bonded together. "Well, in any case we _did_ manage to be successful, it's just that it could have gone much more south…" Peni replied. "Given our plan, that kind of margin of error shouldn't have been at play."

"Let us go, you weirdos… we're not exactly just stealing shit for fun." growled Black Cat, squirming in her web bondage.

"Well, about that…" Silk queried. "What exactly are you guys doing anyway? A Stark Industries arm and a diamond? Weird things to snatch, don't you think?"

"What, you think we're just gonna tell you?" asked Black Cat, still struggling away. Peni tossed her over to the bottom floor, where Venom coiled around them with their mass. Silk gave a low toss with Felicia's body, also snatched by the symbiote. "Ngh, what the? Venom? You have a symbiote working with you?"

"They'll be working with you two as well, just in a different way." Silk smirked. She watched as the webbing broke free, with the two Felicias now coiled in black tendrils.

"W-what? Is this symbiote gonna crush us to d-death?!" spat out Black Cat. Silk shook her head.

"Nah… we figured there was another way to deal with you two lusty cats…" Silk replied, the symbiote coiling around the two tightly. "You see, we know you two are horny as fuck, and we figured if we had you in our captivity anyway, we might as well have some fun with it, hm? You can refuse of course, but symbiote sex is pretty fucking good, I wouldn't miss out if I were you." Intoxicated with lust, the Black Cat licked the head of a black tendril near her face, feeling her hips buck below as Felicia attempted to move closer to her partner in crime, humping at her leg.

"F-fine... " panted Black Cat, feeling her legs spread before a black tendril shot up inside of her pussy, howling as her catsuit was completely peeled off and tossed to the side. Felicia's silver bustier was popped off, black tentacles massaging her bare breasts. Felicia moaned softly. "Unfff goddd… it coils and squirms so DEEP in there…" Black Cat moaned.

" _You wanna get in on this?_ " asked Venom, looking over to Silk. Silk grinned and offered up her body to Venom, who quickly spread some of their symbiote mass to coat the spider-woman in a black suit. Venom formed a nice thick ovipositor, pressing a penile head inside of her host's pussy so she would feel something when she thrusted inside of one of the Black Cats.

Silk had to make a quick decision of which Black Cat to fuck, using her extended red claws to quickly point over the two women, who were both being fucked by tentacles that were attached to a mass from her back. The decision was easy for Silk- she had an eye for her universe's version of Felicia for a while now, and now was a perfect opportunity to satisfy a fantasy. She moved behind Black Cat, squeezing her tits, pushing her symbiote formed ovipositor inside the asshole of Black Cat. Black Cat cooed softly, feeling it tightly push inside of her.

Gwenpool watched from afar, messily masturbating as she watched them go off, not able to get up from her intense session with Venom earlier. Peni Parker bit her lip from inside SP//DR, watching Venom and Silk go at it together. Felicia Hardy panted as a tentacle pushed inside of her pussy walls, before a second, thinner one slid up her asshole, penetrating her hard. Howling from the squirming appendages inside, she felt the slimy black tentacles massage her tits, drooling a bit from the pleasure.

"You know, you don't have to just watch Peni…" Silk giggled as Peni felt her face flush.

"Oh… I'm not sure it's w-wise for me to get i-involved like this…" Peni replied, stammering a little.

"C'mon, you're gonna waste your trip to another dimension with this kind nymphomaniac energy if you don't hop in with me right now…" Silk teased. Peni relented, hopping out from her mecha, moving towards the massive threesome of symbiote tentacles.

"Where do I even…" Peni looked around, looking at the two Black Cats, both fairly occupied by tentacles and a symbiote coated Silk. Venom slid a tentacle out of Felicia's pussy, spreading it for Peni.

" _Try some oral from Felicia-65 here…_ " Venom suggested. Peni nodded, getting on her knees, putting her hands weakly and shakily onto Felicia's thighs, beginning to lick at her labia. Felicia squirmed, pushing her legs around Peni's head, being somewhat suspended into the air in Venom's captive grip.

"M-man it's been a while since I've done this... " Peni whimpered, pushing her tongue inside of Felicia's pussy. Felicia moaned as Peni's curious tongue prodded inside, pushing more confidently with every thrust past the pussy lips. Peni gripped at the thighs more tightly, feeling some of Venom's tentacles wrap around her heels to help ground her. She wasn't a virgin, but still relatively sexually inexperienced compared to everyone else.

Gwenpool slowly crawled towards the sexual frenzy, leaking slime from her pussy. Black Cat howled as Silk pinched her nipples, tugging on them. "Does this cat have milk, I wonder?" Silk gave an uncharacteristic quip, feeling fairly empowered as she bounced her hips against Black Cat's bubble butt. Black Cat huskily panted into the air, feeling the tentacle inside her pussy thrust wilder and wilder, each thrust more erratic than the last. Feeling her g-spot more than well stimulated, she felt her own hips buck forward, howling as a small tentacle coiled around her clit to stimulate it.

Peni panted huskily against the lips of the pussy, drool running down her chin. She couldn't quite get it to do it continuously, but was putting her best effort in, and when she got in deep, it got Felicia to squirm super hard, her nipples perked. Gwenpool giggled as she got on her hands and knees, gripping Peni by the rear. "Waaah?!" Peni whimpered, looking back at Gwenpool, feeling her tug down her pantyhose and panties and lifting up her blue skirt, rubbing at her pussy lips with two slimy fingers and her tongue rolling around the rim of her ass.

Venom throbbed inside of the two Black Cats, trying to last a bit longer. Black Cat whimpered, bucking her hips wildly upwards as Silk continued to push into her asshole, spanking her ass between tight breast gropes. Felicia's legs squirmed and tightened around Peni's face as she began to ravenously eat her out, saliva and pre-mature ejaculate dripping down her dark legs. Peni whimpered as she felt Gwenpool push her tongue inside of her asshole, rubbing at her labia- enjoying it immensely, as it pushed her to go even harder. She felt Venom's tendrils slip under her clothing, coiling around her clit to pleasure it and reaching under her bra to squeeze at her tits.

Venom also whipped Gwenpool on the ass, which Gwenpool was all too pleased to receive, shaking her raised ass to receive further "punishment". Sometimes you really just can't win with certain people, Venom was beginning to realize. "Unnfff yes symbiote mistress, punish me harder!" yelped Gwenpool between licks inside of Peni's asshole, pushing her fingers inside of Peni's pussy. Throbbing incredibly hard, Venom could no longer deny that they were close to cumming everyone inside this giant orgy.

" _CUMMMINGGG!!_ " Venom shrieked, before bursting forth, pushing eggs inside of the two Black Cats- a set of a dozen inside of Black Cat's pussy and a dozen inside of the asshole of Felica Hardy. Silk howled as they came thick inside of Black Cat's asshole, filling that with a couple more symbiote eggs. Ropes of slime oozed out from under Peni's clothes, Peni panting as Felicia squirted messily in her face. Peni herself dripped incredibly wet, cumming messily over Gwenpool's fingers.

Venom retracted their entire mass onto Silk's body, watching as all the women collapsed exhaustively into a pile. Silk quickly recaptured the two Black Cats in symbiote-bonded black webbing, before completely falling over. Peni felt her face flush as Addy Brock walked in.

"Hey, did we get them? I've been standing outside for like a hour- oh my…" Addy spoke as she walked into the museum, looking at the slime and ejaculated covered pile of women. Silk laughed teasingly.

"Sorry, guess we forgot to give you an alert…" Silk panted between husky breaths. "Well, let's get them into somewhere nice for their captivity and see if we can eek out details later after their senses return from getting their brains fucked out…"

Addy nodded, watching as Venom left Silk, leaving her with way less strength, collapsing completely onto the pile out of breath. Venom slipped away. "You got this, yeah?" asked Venom. Addy nodded again.

"Huh, that thing looks rather similar to my mech…" Addy said, shooting a glance behind her to the VEN#M mech she piloted.  


* * *

  
" _Well, that was a shit show…_ " groaned Venom as they entered through the window. Mary Jane and Gwen were mid makeout before suddenly they split away, their attention back to their symbiote girlfriend. Gwen crossed her arms as Mary Jane leaned back on their palms, both sitting on the bed in the nude. " _Oh come on, you're not still mad at me, Gwen… right?_ " asked Venom.

"I mean, not as mad as I was before, but maybe you should have talked that out with me before you up and did it, maybe?" Gwen replied.

" _Well, I was going to, but then we just kind of went at it and it slipped my mind a little. I'm sorry, I will do better. If it helps, the Gwenpool idea completely went sideways, she wanted to masturbate while we were trying to do a stealth thing and I had to try and muffle her and that went completely haywire._ " Venom explained and apologized.

"Alright, I forgive you, but only on one condition will you get my full forgiveness…" Gwen replied.

" _Anything. I can't stand you being mad at me._ " eplied Venom.

"Tomorrow is a school day. I want you to come along and act as my cock…" Gwen said, biting her lip, looking to Mary Jane, who also bit her lip. "Mary Jane wants to suck us off during the middle of class and I gotta say, it's a really fucking hot idea…"

" _Man… those aphrodisiacs must be way more powerful than I thought on humans… feels like I've been involved in so much non-stop sex lately…_ "Venom talked to themselves " _Deal._ " they said flatly to Gwen.

"Yay, we've all made up now! Let's make out some more and maybe fuck like animals into the heat of the night until we collapse of exhaustion, huh?" Mary Jane suggested.

"Sounds fine as hell to me…" Gwen giggled, feeling Venom wrap around her skin.


	10. Issue 10: Breed Like Rabbits

**Summary for the Chapter:**

> Mary Jane and Gwen move forward with some risky public sex with Venom, while Carnage begins to breed their symbiotes with Scorpia and White Rabbit.

Gwen and Mary Jane held hands as they went down the elevator. Venom was acting as Gwen's hoodie, which meant of course she had no bra, wearing only panties under a pair of seagreen booty shorts. Mary Jane wore a red tank with black stripes across it, as well as a black skirt wearing only a pair of black tights underneath. They were a bit breezy today, but that was the point.

Gwen put on the hood of the hoodie so Venom could get a look at Mary Jane's beautiful red haired face. Mary Jane kissed the hood, giggling. "A lot sure happened over the weekend huh?" Mary Jane said, looking over to Gwen. "Can't say I regret any of it…"

"I'm surprised you're still wanting to do this, and that you're still standing, to be frank. We kind of did another all-nighter…" yawned Gwen, stretching out her arms.

"Heh, why wouldn't I? The idea is all I've been able to think about all night… mmfphh…" Mary Jane giggled, before shuddering excitedly.

" _God, you two seem to have the same restless libido I have…_ " Venom replied. " _Except far more out of control… I wonder if that's going to be a issue later._ " Venom observed.

"Well, as long as we're on top of our homework and crime fighting, I don't think it can really pop up as an issue, per say." Gwen replied. She looked over to Mary Jane, still somewhat surprised this all managed to work out as well as it did. They slipped out of the elevator and walked out to the bus stop, where they would be picked up for classes.

"Y'know, we got some time to kill…" Mary Jane teased, slipping down her leggings. Gwen bit her lip.

"No… we can't…" Gwen replied.

"C'mon," pleaded Mary Jane. "We're always super early, barely anyone else comes by. We can make it super quick. Besides, I'm sucking you off later anyway."

Gwen sighed and got on her knees, pushing her head under Mary Jane's black skirt, which was pretty much the only privacy she had. She started to lick at Mary Jane's clit, moving her tongue down to bathe her labia in her saliva before pushing her tongue inside. Mary Jane held the back of her blonde head, biting her lip a little as Gwen showed how fierce she could push her tongue inside without Venom's head, gasping a little as she looked around constantly, the risk of getting caught hot in her head.

Gwen continued to thrust her tongue in and out, pushing her fingers down her shorts and giving herself a little rubdown in her own wet pussy. She had to pull her shorts down out of fear of possibly soaking them, pushing them to her ankles as she continued to eat out her girlfriend. She pressed her nose up against her clit, hot puffs of air exiting her nostrils and onto the clit, which was surprisingly stimulating.

Mary Jane jerked her hips forward before ejaculating in Gwen's mouth, panting hotly as Gwen felt herself leak some warm fluids down her fingers. She quickly wiped her fingers off on Venom, who absorbed the ejaculate and then cleaned her pussy lips with a symbiote tongue. Gwen quickly yanked her shorts up as Mary Jane leaned against the bus stop, a little dizzy from her climax, her black tights pulled down to her ankles. Gwen quickly pushed them up, snapping them around Mary Jane's hips.

Mary Jane kissed Gwen on the mouth, giggling. "Thank you…" she said, the bus arriving a mere minute later. Had they taken any longer, everyone on the bus would have probably seen them in the act. They were none the wiser right now.

* * *

  
The White Rabbit rested against their armchair, glancing out into the fireplace. She lived alone, having inherited a fortune from the older man she was pawned off to marry, who she later murdered and made it look like an accident. She had no regrets, but she did feel a bit of loneliness here and then. She sipped at some red wine, swigging it back and forth at the glass before hearing a knock at her door.

Who could be coming at this hour? She wondered to herself before opening up the door, finding Scorpia in a red version of her typical suit.

"Scorpia? What brings you to my estate at this hour of all days?" the White Rabbit asked, perplexed by her appearance. "What's with the red threads as well? A new look you're trying?"

Scorpia merely laughed.

"Mmm… I suppose you could say that…" Scorpia said with a glint in her eyes. "I suppose I could take it off if you don't like it… or if it bothers you that much…" she shook her tail and ass.

"That won't be necessary. What brings you here?" The White Rabbit asked again.

"Lorina… I have a proposal for you, if you are willing to listen." hissed Scorpia.

"Elaine, that's rather forward of you, I like it!" The White Rabbit said, sitting back on her green plaid armchair. "Alright, what do you have in mind? A heist? A stick up at the bank? Something far more daring to tie into a bigger event somewhere else? I'm all ears." she replied, holding the rabbit ears on her head.

"Mmm, nothing like that." hissed Scorpia, coming closer to the White Rabbit. She poked a claw at the bottom of her chin, sticking her tongue out. "I want to _mate_." she replied, putting emphasis on the last word with the tongue of the symbiote that had rein over her now, known as Carnage.

"M-mate? We're both women, how would we…" The White Rabbit stammered before Scorpia, who pinned her against the armchair. "E-Elaine I don't understand what's gotten into you…"

" _I'm what got into her!_ " the voice of Carnage crept out from Scorpia's mouth, Scorpia's tongue growing in size. " _I'm what they call a symbiote and I can shape shift and form into just about anything, possessing hosts for their adrenaline and ejaculate, and we breed with an endless libido, our slime having powerful aphsodriac effects on multiple species…_ "

"I see…" the White Rabbit nervously spat out as Carnage Scorpia pushed their fingers into her shoulders, tearing off her green jacket. "...is Elaine gone? Have you fully taken over as her host or something?"

" _Hah… I wish I had enough power to do that. Not quite. She is very much present, just tucked away from control. I chose you because of her feelings for you, knowing there was a connection there to begin with._ " Carnage explained.

"Well… I suppose if this is what Elaine wants… we can 'breed', whatever I suppose that means…" the White Rabbit kicked her feet in, feeling Scorpia descend upon her. Scorpia peeled off her white satin bunny outfit, slithering her symbiote tongue inside of her mouth, wrestling her tongue. She tore away at the outfit, causing the White Rabbit to whimper underneath her. It was something easily replaceable, yet felt like she was attacking her.

A thick red ovipositor emerged between her legs, pushing it deep inside of the White Rabbit's pussy almost immediately. It was lubed up with slime and hardly hurt, yet the White Rabbit felt the inside of her pussy begin to immediately stretch with it's introduction inside of her. Carnage Scorpia continued to battle the White Rabbit's tongue, absolutely dominating her against the arm rest.

" _We need lots of eggs inside of you…_ " hissed out Carnage inside of the White Rabbit's mouth, who was huskily panting as she felt Carnage Scorpia's hands grope her chest. She was completely out of control and she was beginning to fall for it, becoming completely engrossed in her new master, hotly taking her tongue and attempting to lick it back and forth constantly. A red tentacle slithered against the White Rabbit's clit, squirming up and down against it, causing the White Rabbit to buck her hips in response.

The White Rabbit wrapped her legs around Scorpia's lips, applying lots of pressure. In response, Carnage slid up a thick red tentacle up The White Rabbit's asshole and began to thrust inside of it. The White Rabbit gasped and moaned, feeling her hands fall back onto the rests of the armchair, panting as she got fucked by Carnage Scorpia.

Carnage Scorpia continued to play with her tits with some more tentacles, wrapping and coiling around them to squeeze them. She'd lift up her partner to whip at her ass with some tentacles, causing The White Rabbit to moan loudly as they tightened their grip around their hips and the armrests.

Carnage Scorpia slammed inside of the White Rabbit's womb, pushing all the way inside of her. The Whte Rabbit howled hotly, pushing deep inside of Scorpia's mouth, twitching hard before ejaculating over Scorpia's red symbiote ovipositor. As if to respond, Carnage Scorpia filled the White Rabbit's pussy with their red slime and red symbiote eggs, continuing to thrust her tentacle inside of her asshole before also cumming inside of there, filling it with the same red slime.

The White Rabbit panted hotly, falling to the floor as Carnage Scorpia stood over her, stroking her ovipositor.

"Oh, we're not done… we're gonna make so many symbiotes together, you and I…" hissed Carnage Scorpia, pinning The White Rabbit to the floor. The White Rabbit panted huskily, letting her continue their breeding session as she stuck the ovipositor near the rim of her ass.

* * *

  
Gwen and Mary Jane made their way into their college science class, giggling to themselves as they moved to the back of the room, picking the desk on the far left of the room. The desks were built in a way where the "legs" of the table were built as walls that surrounded the left, right, and front of the desk and built into the foundation of the floor. Usually they weren't in the back but rather up front, but they risked less in the way back like this.

After everyone had been seated and the class had begun, Mary Jane ducked under the table quietly as Gwen spread out her legs, which were Venom black, closely bonded against bare skin. Gwen and Venom were currently equal in their mindspace, which meant that Venom's slimy black cock that they had formed between Gwen's legs over her pussy lips would give them both equal pleasure, as opposed to the two sided cocks Venom formed before.

Mary Jane pushed her head between Gwen's thighs, getting down on her hands and knees in a crouched position. She kissed at the cock, causing Gwen to groan before wrapping her legs around her head. She realized she was gonna need to be quiet so she bit down on one of her fingers as Mary Jane sucked off on the cock's head. God, it felt so real, as if she had been born with this as opposed to a pair of pussy lips.

As the cock stiffened into Mary Jane's mouth, Mary Jane bobbed her head up and down on Gwen's cock. Gwen felt her legs squirm a bit, trying not to immediately give away that they were doing this right in the middle of class. Nobody had seemed to catch on, which was good for them, so Gwen used her free hand to push her fingers between Mary Jane's red hair.

Mary Jane tried not to swallow too loud as she engulfed the cock, but it felt so good to suck off her girlfriends like this. She pushed a hand down her leggings, rubbing at herself, moaning very softly, mostly muffled against the length of the symbiote cock. She found herself deepthroating the length, able to estimate its length being about 7 inches. It felt massive, even though she had taken bigger tentacles last night.

Gwen bucked her hips a bit, using a hand to keep the chair steady and not give away that they were doing this right in the middle of a science lesson. It had only been five minutes, but it felt longer, with every second, every millisecond needing to be carefully examined so that they wouldn't get caught in such a humiliating situation. Gwen's heart beat so hard, and for Mary Jane, it was beating even faster, sweat pouring down her face.

Gwen and Venom felt their cock throb, needing to bite down on their lip hard as they were coming close to a climax. Gwen pushed her foot down so the chair wouldn't move under her as her hips went crazy. Mary Jane felt herself gag, trying not to be too loud, slobber dripping to the floor as she moaned as quietly as she could. She was scissoring at herself as she sucked Gwen and Venom off.

Gwen finally released thick black slime into Mary Jane's mouth, which she swallowed gleefully. Mary Jane quickly ejaculated over the floor, hotly panting as she wiped her lips, getting back into her seat as Gwen idly jerked herself off. Mary Jane giggled as she rested her head on Gwen's shoulder, helping her jerk off with her own hand as they continued to take notes for the rest of the class with their free hands.

* * *

  
Felica Hardy and Black Cat laid in a cage that Gwenpool had pulled from elsewhere, propping it against the hotel wall. Peni Parker, Cindy Moon, Addy Brock, and Gwen Poole all glanced at their captives. Black Cat crossed her arms, leaning against the wall in this microscopic space.

"Who are you working with?" asked Silk. Felicia shook her head while Black Cat smirked.

"You really want to know, don't you? It bothers you so much when you people don't know what's going on, doesn't it?" Black Cat teased. "I could tell you, but how would you know it wasn't a lie? How would you know anything?"

"I have a superior spider sense than even Peter Parker. SP//dr is temporarily acting as a lie detector. And if we find out you've been talking bullshit, you'd get punished even further." Silk replied.

"Mmm… fine." replied Black Cat, looking to Felicia.

"We're working with an entity known as Galacta. The daughter of Galactus, I trust some of you know who that might be," replied Felicia. "We were gathering materials for creating a duplication device capable of replicating planets to feed her 'tapeworm', which is actually her growing child."

"Hm, well, that's not entirely bad, is it?" asked Peni Parker.

"It's not… not inherently anyway. Stealing is wrong but like, a child is on the line…" Gwenpool replied. "I've done way worse anyway."

"So now what? Do our goals change?" asked Addy Brock.

"Perhaps…" Silk replied. She looked to the two Black Cats. "Where is this Galacta?"

"Free us and find out. I can't exactly just give you directions." Black Cat responded.

Silk took a moment before finally setting her mind on the decision. "Fine, but we will keep you in tight constraints, keeping our eyes on you." she spoke. Black Cat smirked.

"Kinky!" Black Cat replied. Silk rolled her eyes.


	11. Issue 11: Night of the Symbiotes

**Summary for the Chapter:**

> White Rabbit lays Carnage's eggs and Carnage sets them up to hatch into new symbiotes. Gwen and Mary Jane engage in a lot of semi-public sex with Venom, and recruit their old bandmates for a future orgy. The symbiotes hatch but immediately turn against Carnage. Black Cat proves she's not lying about helping Galacta.

The White Rabbit released a bunch of eggs from her pussy, sitting on the green plaid armchair where she had been previously pinned down and fucked into submission. Carnage now was wrapped around her body as an inverted red bunny suit. She twitched and shivered, Carnage pulling themselves off their host, cackling as the red spherical eggs rolled across the floor. "Well, well, I guess we did fuck like rabbits, now for the fruits of our labor..."

Carnage slid back into their host, resuming control of the White Rabbit. She gathered the red eggs into a basket, which would normally be reserved for something like Easter. Carnage did suppose though, that this rabbit had laid their eggs, so the occasion was right.

Scorpia's body laid on the floor completely nude and covered in red slime and ejaculate. Carnage had a lot of fun with them earlier, but eventually was able to be trusted enough to just take the White Rabbit on their own. Carnage formed into a womanly shape, holding up the basket and putting it close to the fireplace, as the warmth would help them develop further faster.

White Rabbit slid down the armchair, collapsing out of exhaustion. Carnage dragged the bodies of Scorpia and White Rabbit to a bathtub, putting their bodies in the tub. Hissing as they looked over their breeding partners, Carnage decided to take some time to themselves to explore the mansion in the meantime.

* * *

  
Gwen and Mary Jane held hands as they exited from their class together, giggling a little bit to themselves. "I can't believe we got away with that…" Gwen said, almost in disbelief, kissing Mary Jane's cheek.

"God, you came so fucking much under the desk… holy fuck…" Mary Jane replied, looking at Gwen as she kissed her cheek back.

"I mean, how could I not when you were jerking me- I mean us off…" Gwen replied, tightening her hand around Mary Jane's. "God, this is probably too soon, but god I wanna go at it again…"

"Same… but we need to find Betty and Gloria first before we do all that," Mary Jane replied. She glanced around. "We'll have to split up- they have different classes at this time. You wanna go after Betty, since she's your former roommate and all?"

"And you go after Gloria, because she's one of your exes, huh?" asked Gwen.

"Heh, don't worry about that… we broke up on amicable terms, we'll get back together just as amicably…" Mary Jane laughed, trying to pry at what tone Gwen was going for. "Our love absolutely does not change, Gwen, I think you know that more than anyone."

"Oh I know that, I would have hardly thought you'd drop me after a handjob like that…" Gwen giggled. "I was a little worried since I didn't remember how you and Gloria split… but it sounds like I have the harder job here…"

"Maybe… who knows. I'm sure you can seduce her!" shrugged Mary Jane.

* * *

  
Betty Brant leaned against the lockers, staring at her phone as she scrolled through a bunch of messages. Gwen purred softly as she made her way towards Betty, who took her eyes off her phone to stare at Gwen. "Well… huh. You're looking a little different Gwen…" Betty said, craning her head to the side.

"Well, you're right to pick up on something funky, because I'm wearing it." Gwen replied, Venom's tongue flopping next to her shoulder. Betty's eyebrows shot up.

"Is that thing living?" asked Betty. "Hmm… I did think the texture was rather interesting… may I?" continued Betty, moving her hands across the symbiote's skin. "Hmm… interesting texture…"

"Yeah, it's living… Venom, show her what you can do." Gwen replied, lifting up her arms as Venom shifted into a black bra before slipping around Betty's arm, leaving Gwen naked from the waist up. Betty was seemingly entranced by this display, curious by the creature before it slipped back onto Gwen's body to reform into a hoodie.

"Amazing… this creature can shift its shape and mass!" Betty replied. "It seems very similar to the symbiote from two weeks ago… I suppose these aren't the same, are they?" asked Betty.

" _Nah, it's the very same._ " gloated Venom. Betty stepped back and gasped, before moving her hand over the symbiote silk again.

"Amazing… you've befriended this alien creature... " shivered Betty. "I suppose the relationship isn't strictly platonic if you're wearing it like another pair of clothes, although I do wonder how it would reproduce."

A wicked grin crawled across Gwen's face. "Oh, if you want to know, I can show you."

"S-show me? H-huh?" asked Betty, feeling her glasses slightly skew towards the left before straightening them.

 _Heheh, I can totally sense your panties wettening you cute bitch…_ Gwen thought to herself. "Follow me to the bathroom, I'll show you."

"O-oh my, ah, okay…" Betty whimpered as Gwen gripped her arm, pulling her into the women's room, kicking open a stall. "W-woah!" Betty stammered as Gwen dragged her inside, surprised by this energy from Gwen. Usually she was extremely tired or irritable, this was a side that she wasn't expecting to see from her.

Gwen yanked down her shorts to her ankles as Betty was seated down on the toilet. Betty felt incredibly flustered as she was mere inches away from Gwen's pussy- she wasn't openly bi or even knew if she was truly bi, moreso curious. This definitely piqued her curiosity. Gwen felt herself shudder as a tentacle poked out from her pussy lips- this was new, and a sign that Venom was beginning to really become comfortable with Gwen as their host.

Betty felt her face flush with red as Gwen leaned her hips in, Venom's tentacle rubbing at the tip of Betty's lips. "Take a taste, I bet you won't regret it…" Gwen teased. Betty felt herself move her head forward, licking at the tip, feeling Venom enter into her mouth. She felt her fingers tense against her legs, digging her nails in a bit at her exposed skin.

"It's so… wet…" moaned Betty before Venom really pushed their length inside her mouth. Betty continued to suck away at it, feeling herself become more and more intense as she sucked off Gwen and this symbiote creature. "The flavor tastes so… weirdly bitter and sweet… like black licorice… but not quite that either… it's so alien yet addicting…"

"Shut your mouth and keep sucking…" Gwen teased, gripping the black of Betty's black hair, making her deepthroat the tentacle which Betty was absolutely not prepared for, gagging a little before eventually managing to swallow it into her throat, feeling her head jerked and back by a dominating Gwen. It got her kind of hot, feeling her legs squirm since she knew she was making quite the mess between her legs.

Betty panted huskily against the black, slick tentacle, putting her hands on Gwen's legs. A second tentacle sprouted from Gwen's pussy, causing the blonde to pant a little herself. The second tentacle gripped at Betty's panties, pulling them down her legs and to her ankles- a pair of orange and black striped panties that were absolutely soaked. Betty gasped softly as the tentacle prodded at her pussy, squeezing her nails into Gwen's bare flesh as it began to penetrate her from inside.

"God… I can feel it drill inside of me…" Betty panted between thrusts into her mouth. Gwen bucked her hips more erratically, Betty gagging a bit more on the tentacle, especially as it was pulsating in her mouth. She felt the other tentacle slip through her, moaning as it rubbed in just the right spot, feeling her legs squeeze the tentacle between her legs tightly.

"God, I can feel how tight you are… unghh…" Gwen grunted, feeling a third tentacle slide out of her pussy. "Oh, Venom must really like you, giving you the triple penetration treatment… mmfphh…" Gwen moaned, bucking her hips against Betty's face.

Betty felt her face get more red, feeling the tentacles pulsate against her even more. The third tentacle poked her taint from underneath before sliding against the rim of her asshole, pushing inside. Betty's sense of feeling went numb for a moment before she gasped like she took in a breath of fresh air, feeling Venom anally penetrate her, the first time she had ever taken anything up there. She felt the two tentacles squirm inside her, feeling incredibly hot.

"G-gwen, I'm gonna f-fucking cum…" nervously squealed Betty, gasping as she felt Venom continue to wildly pound her, squirming in radical directions.

"Y-yeah, I think Venom is too…" Gwen grunted, gripping her hair tightly before suddenly feeling Venom pump lots of black slime into Betty's mouth, pussy, and asshole, some of it slipping out into the water below. Betty gasped hotly as she ejaculated over Venom's tentacle, feeling her whole body throb as if she had been through an out of body experience.

"H-holy shit, that was so fuckng good…" moaned Betty. "I'm jealous that you get to just have that now…"

"Heh… well, we can share it, I already do with Mary Jane…" Gwen remarked, winking as she pulled up her pants, the tentacles still sticking out of the top until she tucked them in, gasping softly as she felt Venom retract them inside, gripping the side of the wall. "Speaking of, would you like to cum- I mean come- to a Mary Janes reunion orgy?" Gwen asked.

"S-sure, yeah," Betty replied, straightening her glasses. She moved off the toilet as Gwen pulled herself out of the stall, kicking off her panties. "That thing is fucking soaked, holy shit…" Betty said, picking it up. "Guess I'm going commando for the rest of the day."

"Not a terrible idea…" Gwen replied, lifting her hoodie. "Been going commando or outright nude for almost more than a week, feels hella good."

Betty blushed. Maybe she did like girls more than she realized.

* * *

  
Mary Jane smirked as she saw Gwen in the hallway, twirling a pair of red panties on her pointer finger. Gwen pulled a pair of black and orange panties out from her hoodie pocket, giggling as she leaned in for a kiss from her girlfriend. "I see that getting Gloria to agree was a success then, yeah?" asked Gwen.

"Heh, you had the tougher job. Seems like you pulled it off pretty well, probably easier with the symbiote on your shoulders, huh?" Mary Jane replied, stuffing Gloria's panties into the front pocket of Venom. Gwen stuck Betty's panties back in.

"Yeah, admittedly the symbiote pulled a lot of the hard work for me." Gwen replied, putting her hand over Mary Jane's shoulder.

" _Ey, don't give all the credit to me. You were the one who got her in the bathroom._ " Venom quickly poked in.

"I suppose… it's just she was all over _you_ for most of it…" Gwen replied.

"Girls, girls, we can talk about this later." Mary Jane stated, stepping in as the mediator. "For now, how about we find a good place to bend me over and fuck me up the ass?" she teasingly suggested, shaking her hips. Gwen bit her lip.

"Sounds good… sounds really good…" Gwen replied.

* * *

  
Carnage watched as their eggs expanded by the fireplace, growing into full blown symbiotes before their very eyes. It was getting late, and soon they would be addressing their kin.

Emerging from the eggs, a variable colored sea of symbiotes began to emerge, crawling across the floor. Carnage purred, looking at them. " _My symbiote kin… I know your names already, as already pre-determined by the symbiote deity Knull… Scream, Agony, Scorn, Mania, Toxin, Riot, Phage, and Lasher! Rise to your superior! Rise to your destiny!_ "

" _Hah, as if we would follow your orders,_ " Lasher replied. " _You may have bred us out, but you are hardly worthy to lead us._ " Lasher was a predominantly green symbiote with four tentacles emerging on it's back, squirming, ready to stretch and pin it's prey.

" _Yeah, crimson,_ " derisively said Toxin. " _What do we need your leadership for? To breed more symbiotes? We can do that just fine on our own…_ " Toxin was a massive symbiote with a black base and a red pattern that ran from the face to the forearms and waist. They were covered in writhing, bubbling tentacles, some with venus-fly trap like mouths.

" _Well, I mean I suppose you could do it without me but… where would the fun be in that? We could efficiently take down crowds with my kind of planning…_ " Carnage replied, a bit miffed they were already losing them.

" _Some symbiote you are… earnestly expecting fellow Klyntar to work together when we all possess different strengths. We'll accomplish breeding just fine, we don't need your resent towards Venom and their breeding partners to get in our way._ " Phage replied. Phage was a predominantly bright yellow symbiote with hooked claws on their shoulders, resembling a cowl of sorts, shaping their arms into weapons.

" _Let's not fight, please…_ " Scream softly whimpered. " _I don't know we're at each other's throats already… perhaps the Klyntar inherently are evil as I've been thinking while I've been gestating..._ " Scream was a yellow and red symbiote with yellow hair that ran down to their ass, presenting herself immediately as feminine and definitively taking on female pronouns.

" _You can think that if you want. Trying to immediately exert control over your own kin is just inherently strange, almost as if you have some kind of secret vendetta…_ " replied Riot. " _Well, not so secret when we all have memories of your prior life, and we're all technically manifestations of aspects of your personality at the time of conception._ " Riot was a bulking symbiote who would often form their hands into wide cutting blades, having a dark blue color to them. They resembled Carnage's original progenitor Venom the most, and Carnage was already snarling at the sight of them.

"Y _ou all are nothing but worthless to me if I can't bother controlling you! Perhaps Scream is right and I should find the nearest sonic weapon to eliminate all of you!_ " Carnage howled, before suddenly being attacked by Phage and Riot, who proceeded to rip into their crimson flesh, red symbiote pieces flying everywhere as Carnage howled in pain. It would have been a bloodbath had symbiotes really had any, slime splattering across the mansion walls. Amidst the chaos, the other symbiotes fled from the mansion, looking for new hosts to either take over or breed with. Preferably both.

* * *

  
Black Cat made their way to an alleyway, shaking and strutting her hips as she did. Silk bit her lip as she walked right behind her- evidently she had her own urges to take care of soon, and she hoped she would be able to do it with this seductress in the skintight black catsuit soon, but they had to focus on Galacta for now, if that was really the truth.

Black Cat whistled into the night air and out from a black, cartoonish looking hole in the way rolled out The Spot. Silk prepared for battle, but Black Cat put up a hand as if she was expecting the aggressive response. The Spot was a man who was bleached white from head to toe, covered in black spots. One could mistake his appearance for a bodysuit instead with black dots all across it. He could use those spots to create portals. His power, while fairly powerful, had some faults. While it was able to overload spider-sense as his punches and kicks would come from an alternate dimension, he lacked additional power to said punches and kicks, and on top of it, had the stamina of a normal human being.

"Johnathon, would you mind sending me and my rowdy field trip group to Galacta for me?" Black Cat asked The Spot. The Spot nodded his head and sighed.

"Alright, gotta fuse these two spots for such a massive group..." The Spot replied, pushing two spots in mid air to create a powerful warp spot. He held it in front of them, Black Cat leading the way in. After passing through a strange dimension of both light and dark, covered in an infinite amount of spots, they arrived at the other side to a serene, orange and pink tree garden where a nude Galacta, save her helmet, was floating in meditation, candles flickering across the scenery. She opened a single eye.

"Are you back with all the necessary materials, Felicia Hardy of Earth 616?" asked Galacta, turning around. Black Cat shook her head. Galacta growled softly.

"I'm so hungry…" whined Galacta. "This tapeworm- I mean, baby- is really draining at me… I really need some kind of energy to feed off… massive energy…"

"We'll do what we can, I just needed to prove a point to these good doers," Black Cat said, side-eyeing Silk, who gave a shocked expression and then folded her arms. "Anyway, now that's done, they'll help me feed you and your upcoming child, won't they?"

"Yes, we will." Silk said with gritted teeth.

"Good… I'm so hungry… please hurry, I don't know how much further I can hold off from just devouring everything on this planet whole…" whined Galacta. She looked down. "Oh, I should probably put on some clothes! Sorry for that, I meditate in the nude." Her purple dress attached to her body quickly, appearing from seemingly nowhere. Her satellite wings attached to her hips and she shook them.

"We'll hurry alright…" Silk replied.

"I think I know a pretty decent solution… going to need to take some time to research it though." Peni Parker thought out loud.

"I'll uh, help you research if you want." Addy replied.

"Well, whatever, please just get me something soon… I can't stay hungry any longer…" whined Galacta. "Now leave and get to it! Sorry! Just so damn hungry…"

The Black Cats, Spider-Women, and Gwenpool left through The Spot's hole and walked out, emerging back into Earth 65. They had a new mission, and they were going to need to do it quickly or risk an Earth being devoured to satisfy a hungry deity.


	12. Issue 12: Face It Tigers

**Summary for the Chapter:**

> Mary Jane and Gwen make their dream orgy happen in the locker rooms of a football stadium. Peni has Addy eat her out while she works on the device Black Cat wanted to build and Black Cat shows Silk how to calm the effects of the symbiote aphrodisiac. The new symbiotes descend among those with the aphrodisiac inside- some are willing to put a end to this before it can truly get worse, while others intend to see Carnage's goal of reproduction through.

Gwen bit into her lip as she began texting Gloria Grant and Betty Brandt. Mary Jane leaned into her as she glanced over her shoulder, making sure she was going through with this. They had been talking about this possible orgy for a while, but now they were moving forward with it tonight.

Mary Jane hopped off the bed as Gwen picked her head up from the text messages, shaking her hips as she moved to the opposite side of the room, giggling as she showed her bare, freckled ass and spread her asshole before slapping herself on the ass cheeks.

"Em Jay… don't get me even more horny than before…" whined Gwen, blushing as she covered face. Mary Jane laughed as she then turned around, putting her hands next to Gwen's hips as she sat on the bed, Gwen feeling herself fall back a bit, blushing hard. "S-stop… we gotta meet with Gloria and Betty in less than 30 minutes, we don't have time to do this…." Gwen replied.

"We can do something quick, come on…" Mary Jane almost teasingly whined as she kissed at Gwen's bare thighs, causing Gwen to blush even further.

"F-fuck, fine…" stammered Gwen, surprised at how much a nymphomaniac both her and Mary Jane had become over the week. She knew it was mostly the symbiote aphrodisiacs working inside both of them, but this had been going on for days now with no end in sight and she earnestly couldn't see how it could end given their insatiable lusts. Mary Jane put her hands against the wall, arching over as she stuck her ass out, shaking it.

Gwen walked over to her and gave her a couple teasing dry humps with her hips planted against her ass before crouching down and putting both of her hands on Mary Jane's asscheeks, squeezing them and rubbing them in circles. She saw Mary Jane bite at her lip, so she knew she was already doing a damn good job, but she wanted to always push it over the line for her, really make her want to cum before she even penetrated anything. She slapped her ass hard, then continued to do so in rhythm like her ass was a drum set.

Mary Jane panted, shaking her ass more vigorously. Gwen smirked, watching her girlfriend get all antsy from her hands. She rubbed against her taint with two fingers, watching Mary Jane's back arch forward and back with each little twitch against the surface between her asshole and pussy. She licked around the rim of Mary Jane's ass, watching the redhead tense up before panting hotly, twitching down in her feet. They were still in their sneakers, but wearing nothing else from the waist down.

Gwen giggled as she watched Mary Jane prematurely cum upon her making contact with her clit with a single finger, watching the ejaculate slip between her pussy lips. She then pushed her tongue inside, causing Mary Jane to howl hotly into the wall, bouncing her ass against Gwen's mouth. Gwen spanked her on the ass, giggling inside as she rubbed a thumb against the freckles on Mary Jane's ass cheeks, spreading out her ass a little more as she could sink more of her wet tongue inside.

Gwen rubbed at Mary Jane's incredibly drenched vulva, then pushed two fingers inside, burying her tongue as deep as she could into Mary Jane's tight asshole. Mary Jane gasped, squirting messily over Gwen's fingers, of which Gwen was far too pleased to smear against her freckled bubble butt. She slapped her on the ass.

"Come on, let's go and at least pretend to be presentable in public," Gwen replied, grabbing Mary Jane's black skirt off the floor and putting it on. Mary Jane felt herself descend a little down the wall, moaning and drooling, still coating her thighs in warm ejaculate before shaking her head and snapping out of her post-coitus daze. She jumped up, crawling across the floor to grab Gwen's seagreen booty shorts and put them on, shaking her ass that Gwen just ate out. Gwen giggled.

"Goddamn though…" Mary Jane said, wrapping her arm around Gwen's shoulder. "You sure know how to eat an ass out…"

"Learned from the best…" Gwen replied, looking down at Venom, who was still acting as her hoodie.

* * *

  
Black Cat tossed a diamond into the air, like some kind of baseball. Peni Parker was working on a circuit board on a table, working with a blowtorch. Underneath the table, her friend Addy Brock was crouched down, her head inside of her skirt, Peni's panties pulled down to her knees. Peni felt her knees buckle a bit back and forth with each little lick from her partner, but it was pretty much the only way Peni could concentrate with the symbiote's aphrodisiacs still acting inside of her.

"Heh, that symbiote aphrodisiac is strong, huh?" Felicia replied, watching the two women go at it, trying for privacy but ironically sticking out in the workshop more than any of the machinery inside.

"Don't act like you're not constantly horny all the time now…" Peni panted. She lifted up at her skirt a bit to better grip at Addy's hair, taking a moment to thrust her hips, feeling Addy's tongue push in and out of her sloppily. Addy was not at all skilled at sex, but she easily jumped at the opportuniy when Peni begged for anyone to give her release.

"Oh, I am, don't worry," Black Cat smirked. "I got a bunch of anal beads inside me right now, actually. I can just handle myself much better than you simpering do-wellers…"

Peni gritted her teeth, feeling her fingers entangle around Addy's white hair, causing Addy to gasp a bit. "H-hey, Peni, am I doing a good job?" stuttered Addy, her mouth exiting from Peni's pussy for a moment. Peni pushed her head back between her legs.

"You're doing amazing Addy, don't fucking stop… mmmfphh…" Peni replied, feeling her eyes flutter as she got back to work.

"God, these symbiote aphrodisiacs are something strong alright…" Silk grunted, coming from a set of stairs that led into the workshop. She blinked her eyes strongly, looking at Black Cat who giggled. "How do you control yourself like that under the influence of it?"

"Well, I'll fess up, this is hardly my first experience with a symbiote… me and Spidey had a lot of fun when he first came across his version of the symbiote before realizing how harmful it was to him and his sanity… and of course, it had a similar aphrodisiac effect as well…"

"Well, how did you curb it or whatever?" Silk replied, sighing as she felt her hand reach down to her bare pussy, rubbing her vulva like she had a bad itch.

"Hot liquids curb it. Symbiotes don't like extreme heat, if you get coffee, hot chocolate, or whatever else that's hot into your system, it curbs the effects down to a much more manageable affair. Hot foods don't really work because it doesn't go into your system that quickly," Black Cat explained, before unzipping her suit a bit and yanking out a cord of anal beads from inside of her suit, gasping as each bead exited her ass. "Mmmfphhh… fuck that felt good."

"Huh…" Silk replied, idly masturbating, feeling herself bite at her lip. "Well.. let me just… finish this up and I can… unghhh god…" she said, bucking her hips hard, feeling her tits bounce up and down as she moved her body rather erratically. She slammed a palm against the well before squirting ejaculate all over the floor, energy flowing out of her as she reached a post-coitus daze. Black Cat smirked as she moved over to a coffee machine, filling it with hot water and mixing it in with produced hot coffee. She squeezed an exposed teat from her chest, adding in some of her own breast milk to the mix and then stirred in a packet of sugar and handed it to Silk.

Silk shakily gripped the handle of the cup and sipped at the coffee Black Cat just produced, slowly descending to the floor, sitting with her legs crossed in the nude. She didn't feel anything at first but gradually the fire that felt like it was resting in her head and loins for so long began to fade- not flicker out entirely but more of a slow burning log that made up the bulk of a pathetic campfire as opposed to a roaring fireplace.

"Wow… that actually helped a lot. You should probably make some for Gwenpool, she's kind of been on me all day… maybe Peni Parker too…" Silk said, glancing over to her fellow Spider-Woman who was getting oral from under the table.

"Mmm… maybe later… I feel really in the g-groove…" Peni replied, before suddenly moaning, pushing her hips fully forward and squirting right into Addy's mouth. "H-hahh…" she panted huskily, before continuing to buck her hips again, getting back to work.

"Don't worry, I'll get you all under more control. Hardly anything getting done because you all are too busy fucking does nothing for me or anyone else." Black Cat replied to Silk's prior query. Silk nodded.

"I-in any case… I'm n-nearly finished… hahh… give it about a hour and I'll have the replication device ready soon." Peni updated them, panting as she curled her hair around Addy's fingers again.

"Mmm… if you're not done in 30 minutes I'm gonna whip your ass." Black Cat said, pulling a black leather whip from her cleavage. Peni suddenly felt a lot more motivated, although she was beginning to shake her hips a lot more, as if to taunt Black Cat into doing it anyway. Black Cat giggled, looking to Silk. "You should do it, I tend to uphold my promises."

"What?" asked Silk, as Black Cat handed her the whip.

"I said I would whip her ass in 30 minutes, I said nothing about you whipping her ass…" Black Cat purred. Silk nodded and pulled her hand back before whipping Peni hard across the rear, causing the Japanese woman to yelp in surprise.

"Heh, this is actually kind fun." Silk replied, tilting her head.

* * *

  
Mary Jane and Gwen walked together, holding hands in the dark of the night, as they made their way to the football field of the Brooklyn Visions University campus. Gwen kissed at Mary Jane's cheek as they made their way through the main gate, making their way to the bleachers. They need to locate and break into the locker room, of which Mary Jane would easily do.

Gloria and Betty were already present by the locked door. Gloria gave her firey glare to Mary Jane and Gwen since they were a little late, while Betty was elated to see Gwen and her black hoodie, which was really Venom. Gwen waved to the two other members of the Mary Janes.

"Apologies for being late!" Gwen said. She felt Mary Jane slip from her hands and move towards the door. She grabbed a pin bobby from Betty's hair, jiggering it into the keyhole, attempting to unlock it by force. Evidently that wasn't working, so she kicked the door down off its hinges, watching it slam into the drywall and patting her hands as she walked inside. The other women followed her inside.

"Ummm… aren't you all a little worried we might get caught?" asked Betty as she looked at the door, slammed into the floor from a single kick from a fiery rehead. Gwen shook her head.

"Nah… nobody else is out here… besides, maybe getting caught is a little bit of the thrill for me…" Gwen replied. "Although we aren't going to get caught." she said, shaking her hips.

Gloria pulled off her neon green tank top, her black bra showing in the dim light of the locker room. Gwen bit her lip as she slid down her skirt- which she borrowed from Mary Jane, shaking her hips as she did, throwing it onto the bench. "You go commando?" asked Gloria. Gloria looked over to Mary Jane, staring at her freckled tits. "I know you do…"

"Heh, heh, thinking about it, Gloria?" Mary Jane said, getting behind Gloria and undoing her black bra. Gloria felt her face flush a bit.

"No… I wouldn't put myself to that kind of hoery…" Gloria replied. She watched as Betty quickly slid down her skirt, slapping her bare rear towards Gwen. "Jeez, you too Betty?"

"S-sorry… I lost them earlier but it felt so good to not wear them... " Betty replied. Gwen purred as she gripped Betty's hips, a tentacle pushing out from her pussy and then rubbing against the rim of Betty's asshole. Betty gasped softly, begging Gwen to put it in under her breath.

Gwen went for it, shoving Venom's tentacle inside of Betty as Venom unravelled around her, exposing her tits. Venom formed around Gwen's skin tightly, being more of a pattern than an impression of clothes, pushing inside of Betty's tight asshole. She thrust in rhythm, grunting as she pounded Betty from behind.

Gloria watched a little bit in curiosity, but her attention focused to Mary Jane as she undressed completely, sitting across the bench, spreading her legs on both sides before laying back, her head laying back near Betty's head. She would make a move on her later, she wanted Gloria to go down on her first. Gloria sighed as she moved her head close to Mary Jane's pussy, suckling off on her clit first, feeling her head grasped by Mary Jane's fingers. "Em Jay…" Gloria softly gasped. Mary Jane bucked her hips as she slowly moved her long legs around Gloria's head.

Gwen slapped Betty across the ass, moaning as she felt Venom move through her, emerging more tentacles from out of her pussy. Instead of taking Betty's other holes, Venom simply pushed the other tentacles inside her ass, Betty gasping as she felt it stretch as multiple tentacles pumped through inside of her. _It felt so damn good._ She felt ejaculate run down her bare legs, dripping onto the chalky linoleum floor.

"Heh, Betty's already cumming…" Gwen noted, looking up to watch Gloria pant in a muffled way as she ate at Mary Jane's pussy, purring as she watched Mary Jane buck her hips wildly against Gloria's face. "Get her, tiger…" Gwen chuckled. Gwen slapped Betty hard across the ass, watching Betty tense up as she saw Mary Jane move up a bit under her face, kissing her on the lips.

"Mmm…" Mary Jane purred quietly. "Hike your legs up here, Betty. I wanna eat you out…" Mary Jane ordered, of which Betty was willing to oblige, stepping over the bench, moaning as she felt Gwen slap at her ass again as she bent her knees to bring her wet, dripping pussy over Mary Jane's lips, of which she kissed and then pushed her tongue inside.

Gwen leaned in to watch Gloria pant hotly against Gwen's pussy, watching as Betty hung her tongue out as she got rammed and licked out. She felt Venom curiously push a couple more tentacles, sliding them across Mary Jane's cleavage and towards Gloria, watching as they yanked down her jeans and panties to her ankles, slapping her bare ass. Gloria grimaced, huskily gasping as she felt the tentacles prod at her pussy and ass, before suddenly being shoved inside, gasping even louder.

"G-god, what is being pushed inside of me…" Gloria whimpered, sucking off Mary Jane's clit as she felt Mary Jane buck her hips hard, more restless now that she was also sucking off Betty. "It feels… so strange… yet so good… mmmfphhh…" a blush spread across Gloria's face as she said these things, feeling Venom slam into her deeply, in sharp angles that brought her pleasure she didn't think was possible. She felt her legs twitch, feeling herself already coming to a climax point.

From the shadows, symbiotes moved across the concrete ground, attracted to the heat from inside. Hosts were inside. Agony, Scream, and Phage slithered as they made their way towards the hosts, pairing up due to their dislike of the other symbiotes.

" _My, my, the hosts are already breeding…_ " Agony hissed as she peeked inside. " _With another symbiote as well… Riot?_ " Agony was a purple symbiote, that like Scream, identified mostly with female pronouns and the female form.

" _Nah, that's not Riot. I would know, I just cut into Carnage with them. I think that's… Venom._ " Phage replied.

" _Interesting… I know they had quite the scuffle with Carnage…_ " hissed out Scream. " _Perhaps it might do us well to team with them…_ "

" _Dibs on the hottie in glasses!_ " Agony screeched before bouncing into the locker room, quickly making their way to Betty Brant, who was fingering at their clit as they were getting fucked hard up the ass by Venom and Gwen, licked out by Mary Jane. Ejaculating over Mary Jane's lips, Betty barely noticed the second symbiote crawling across her body.

The other symbiotes made similarly sneaky approaches to their hosts of choice. Scream wrapped from under the bench, making their way under Mary Jane's neck before attaching. Phage slid quietly, wrapping around Gloria's twitching heel before making up their way through her leg. Phage slowly slid between her legs, before pushing themselves inside of Gloria's pussy between a Venom tentacle thrust. Agony wrapped around Betty's tits, while Scream moved under Mary Jane's sweaty, freckled body before sliding up her asshole, a free space in all the chaos.

The symbiotes quickly pushed inside their new hosts, forcing them to all ejaculate simultaneously by pressing against various pleasure spots. Gwen watched as all three Mary Janes suddenly were incredibly drenched between the legs, Venom pulling out from Gloria and Betty. "Damn, that was fucking hot…" Gwen replied, watching as Gloria, Mary Jane, and Betty twitched before relaxing their limbs limply. Suddenly she felt something suspiciously off, before her suspicions were confirmed as the three women suddenly were covered in symbiotes, creating new skin-tight outfits, standing up.

" _Hey, wait a minute… more symbiotes how? I've eaten all my eggs precisely to stop this…_ " Venom said, confused as to how this was happening. Scream Mary Jane moved her hair to the side.

" _Carnage bred us out- turns out he wasn't quite as defeated as you might have thought…_ " Scream Mary Jane replied. Agony Betty looked over to Gwen.

" _Alright, we know what this looks like, but we are not here to fight you. There are symbiotes you should probably be more concerned with, as they will continue to breed with others to make more symbiotes,_ " Agony quickly tried to correct. She squeezed at her breasts. " _Damn, my host has a nice set of honkers._ "

" _And before you ask, no, we did not hijack them. They willingly let us take over._ " Phage replied through the mouth of Gloria Grant.

"And I should believe that why?" asked Gwen. "Way to ruin our orgy, by the way."

" _You have bigger things to worry about than an orgy._ " replied.Phage. " _Symbiotes are attracted to hosts in heat, that's how we found all of you. I'm going to go out on a limb and say these humans aren't the only ones you've fucked as of late with that symbiote._ "

"Shit…" Gwen replied. "If there's a bunch of symbiotes on the loose… they could get to Gwenpool, Cindy, Peni… the Black Cats… between all the nudes Cindy sent me she also said they met up with Galacta..." Gwen said, rolling through all the options.

" _We don't have time to waste. If Galacta is taken over by a symbiote, her body will be used to birth some of the most powerful kinds of symbiotes imaginable… symbiotes adapt and change from breeding, making us tricky to kill.._ " Scream Mary Jane replied. She gave control back to Mary Jane for the moment.

"You go do what you need to do, Gwen. We'll… uh, hm." Mary Jane replied, unable to follow up from her words of encouragement.

"We'll fucking fight to the end with you, Gwen." Gloria spat out, the head of Phage almost seeming to disintegrate as she wrested control from the yellow and black symbiote. "Anyone who wants to get their ass kicked is gonna have to go through me and Phage too!"

"Agony and I are gonna work together too!" Betty shouted back, squeezing her hand as Agony's face split open to reveal Betty's bespeckled face, her glasses having a smattering of ejaculate smeared across the frames.

"Well, hot damn." replied Gwen. She put her hands on her hips as Venom wrapped around her to become the Gwenom costume. "I suppose you all should know this then… I'm Spider-Woman/Ghost Spider and we're gonna fucking fight any nasty symbiotes trying to take over this planet!"

Gwen and the Mary Janes, all dressed in symbiotes, made their way out of the locker room and towards the midnight sky, shooting symbiote web out of their palms.

* * *

  
Peni worked late into the night, nearly complete and having cum several times into Addy's willing mouth. Black Cat had whipped her hard across the rear like she said she would, but eventually Silk and Black Cat left her alone to fuck in another room. Gwenpool joined them at some point because Peni could hear her obnoxious voice shouting "I'M CUMMING!!!" a mile away. Then things went quiet. Either they fell asleep or something else happened.

Peni was unconcerned with anything else. She had to prove she was a good mechanic despite debilitating horniness. And so, when it came to the purple symbiote, with a techno organic pattern creeping across the ceiling, Peni didn't even notice. It latched onto her from above, wrapping around her tightly.

" _Give into your lust… you know how to fight it, you just refuse to because you know you want to breed…_ " hissed the symbiote, known as Scorn. Peni gave into its power near instantly- it was right, she wanted to breed with Addy.

Addy felt something fairly stiff and rigid enter her mouth, moaning in confusion. She had been lapping away at Peni's pussy and ass for two hours, what the hell was this? A cock? She felt Peni push it inside her mouth, moaning as she felt herself gag and then fully deepthroat it. She still couldn't discern what it was, but as it vibrated in her mouth, she knew that it was something she liked, alright.

Peni gripped at Addy's white hair tightly, grunting as she plowed through her mouth with the new appendage that the symbiote gave her. She continued to thrust and then throbbed terribly into Addy's mouth, injecting thin purple slime into her mouth. Addy swallowed, a bit taken aback by Peni's newfound energy.

"Addy, I think you've used your mouth enough. I want to fuck you like the animal I am." snarled Scorn through Peni's lips. Addy nodded quickly, letting Peni pick her up with some kind of newfound strength. They went outside, to Addy's VEN#m suit, opening up the cockpit. Pinning Addy to the seat, Peni tore off her outfit frantically, throwing the skirt, the shirt, Addy's blue and white striped panties and bra, and even her shoes out the cockpit carelessly, leaving her just in her socks.

Addy swallowed in her throat and then moaned as she pushed her fingers into Peni's shoulders, letting Peni penetrate her with the new appendage she had sucked off just moments earlier. She craved this for so long, and while it wasn't completely in the way she imagined, it felt so good to finally feel Peni penetrate her. They were pilots together, but she lusted for more. Now she was finally getting it.

"P-peni... " panted Addy before feeling Peni's new, extended purple tongue push inside her. "PENI!!!" Addy whimpered, feeling Peni pound her g-spot something fierce, moving a purple tentacle across her clit, clutching it, squeezing it. Addy felt herself squeeze her toes together in her stockings, panting at how intense Peni was inside of her. Peni was a gentle soul, she was never expecting this kind of raw, dominating power from her, huskily panting as she let Peni do what she wanted- no, what she _needed_ to do.

After a couple of minutes that felt like they flew by, Peni finally came inside of Addy, pushing in a bunch of eggs inside her pussy, hotly panting as she impregnated her with Scorn's eggs. Addy felt like she was in a daze, but soon felt Peni grip her waist and go for a second round in her ass, bent over the pilot's seat. She hotly panted, wanting to last all night for her.

As the moon rose in the sky, more symbiotes bonded with their hosts emerged, looking for more breeding partners. Silk was possessed by the Mania symbiote and was on the prowl for mates. Black Cat panted lustfully as the Riot symbiote had her in a standing full nelson, slamming a huge symbiote cock up her pussy, her upper thighs merged into the symbiote's body. Scorpia was bent over, her metal scorpion tail warped completely out of shape as she let Toxin pound her mercilessly against one of the windows of White Rabbit's mansion, while Lasher whipped the White Rabbit with one of their green tentacles from their back as they fucked her bent over the armchair Carnage had previously taken her down in.

Amidst the chaos, Carnage growled from atop a rooftop in a brown tattered cloak. They needed to find Gwenom before things got really out of hand. They had caused the Night of the Symbiotes, but now they were regretting it immensely. Carnage clasped their palm into a fist and slammed into the concrete below, looking for a suitable host to at least keep them alive for long enough.


End file.
